Private company

AMEDISYS INC

AMEDISYS INC is a leading healthcare services company.2 It is headquartered in Baton, United States.2

Last updated Oct 21, 2026.

Overview

  • IndustryServices-Home Health Care Services2
  • HeadquartersBaton, United States2
  • Incorporated inDE3
  • Business address3854 American Way, Suite A, Baton Rouge, La 708163
  • Filer categoryLarge accelerated filer3
  • Legal formCorporation2
  • LEI5299001RBS9GK9STN3792
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressc/o THE CORPORATION TRUST COMPANY, CORPORATION TRUST CENTER 1209 ORANGE ST, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 24147102

Amedisys, Inc. is a leading healthcare services company committed to helping our patients age in place by providing clinically excellent care and support in the home. Our operations involve servicing patients through our three reportable business segments: home health, hospice and high acuity care. We divested our personal care business on March 31, 2023. Our home health segment delivers a wide range of services in the homes of individuals who may be recovering from an illness, injury or surgery. Our hospice segment provides care that is designed to provide comfort and support for those who are facing a terminal illness. Our high acuity care segment delivers the essential elements of inpatient hospital, palliative and skilled nursing facility ("SNF") care to patients in their homes.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

4.0%Operating margin6
1.8%Net margin6
5.0%Revenue growth, 20246
3.8%Return on equity6
0.30×Debt to equity6
$215.1MFree cash flow6

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Cost of revenue57¢$1.3B
  • Other costs39¢$926.4M
  • Income tax2¢$48.1M
  • Profit2¢$43.2M

Out of $2.3B in revenue.6

Where each dollar of operating cash went, fiscal 2024

  • Capital spending3¢$6.5M
  • Kept or used elsewhere97¢$215.1M

Out of $221.7M of cash from operations.6

Financial statements

Revenue6$2.3B in 2024+6% since 2022
0$1.0B$2.0B$3.0B2022: $2.2B$2.2B20222023: $2.2B$2.2B2023+1%2024: $2.3B$2.3B2024+5%
Operating income789106$94.5M in 2024−39% since 2018
0$100.0M$200.0M$300.0M2018: $155.1M$155.1M20182019: $177.5M$177.5M2019+14%2020: $219.3M$219.3M2020+24%2021: $251.9M$251.9M2021+15%2022: $180.8M$180.8M2022−28%2023: $156.4M$156.4M2023−13%2024: $94.5M$94.5M2024−40%
Net income789106$43.2M in 2024−64% since 2018
-$100.0M0$100.0M$200.0M$300.0M2018: $119.3M$119.3M20182019: $126.8M$126.8M2019+6%2020: $183.6M$183.6M2020+45%2021: $209.1M$209.1M2021+14%2022: $118.6M$118.6M2022−43%2023: -$9.7M-$9.7M20232024: $43.2M$43.2M2024
Fiscal year2018201920202021202220232024
Revenue$2.2B6$2.2B6$2.3B6
Cost of revenue$992.9M7$1.2B8$1.2B9$1.2B10$1.3B6$1.2B6$1.3B6
Operating expenses$2.0B10$2.0B6$2.1B6$2.3B6
Operating income$155.1M7$177.5M8$219.3M9$251.9M10$180.8M6$156.4M6$94.5M6
Interest$7.4M7$14.5M8$11.0M9$9.5M10$22.2M10$31.3M10
Income before tax$280.2M10$160.2M6$39.6M6$86.2M6
Income tax$38.9M7$42.5M8$25.6M9$70.1M10$42.5M6$50.6M6$48.1M6
Net income$119.3M7$126.8M8$183.6M9$209.1M10$118.6M6-$9.7M6$43.2M6
Earnings per share$3.647$3.958$5.649$6.4110$3.656-$0.306$1.326
Earnings per share (diluted)$3.557$3.848$5.529$6.3410$3.636-$0.306$1.316
Shares (weighted, basic)32.6M shares1032.5M shares632.6M shares632.7M shares6
Shares (weighted, diluted)33.0M shares1032.7M shares632.6M shares633.1M shares6

Compare AMEDISYS INC with another company

Corporate structure

AMEDISYS INC sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of AMEDISYS INC

  • Goldman Sachs Filed SCHEDULE 13G/A on AMEDISYS INC, latest Nov 14, 2025 (2 filings since Aug 12, 2025)
  • Pentwater Capital Management LP Filed SCHEDULE 13G/A on AMEDISYS INC, latest Nov 14, 2025 (2 filings since Aug 14, 2025)
  • VANGUARD GROUP INC Filed SC 13G/A on AMEDISYS INC, latest Feb 13, 2024 (3 filings since Feb 9, 2022)
  • James E. Flynn Filed SC 13G/A on AMEDISYS INC, latest Feb 12, 2024 (2 filings since May 18, 2023)
  • Wellington Management Company Filed SC 13G/A on AMEDISYS INC, latest Feb 8, 2024 (3 filings since Feb 4, 2022)
  • BlackRock Filed SC 13G/A on AMEDISYS INC, latest Jan 24, 2024 (5 filings since Jan 26, 2022)
  • JPMorgan Chase Filed SC 13G/A on AMEDISYS INC, latest Jul 6, 2023 (2 filings since Jan 6, 2023)
  • Ameriprise Financial Filed SC 13G/A on AMEDISYS INC, latest Feb 14, 2023 (2 filings since Feb 14, 2022)
  • AMEDISYS INC Baton, Louisiana, United States
    • ASERACARE HOSPICE Subsidiary · Tennessee, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What AMEDISYS INC reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$143.0M6 Dec 31, 2024$134.2M6 Dec 31, 2023+6.6%
Accumulated depreciation$100.9M6 Dec 31, 2024$92.4M6 Dec 31, 2023+9.2%
Property and equipment, net$42.1M6 Dec 31, 2024$41.8M6 Dec 31, 2023+0.6%
Operating-lease assets (leased space)$81.5M6 Dec 31, 2024$88.9M6 Dec 31, 2023−8.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$303.2M6 Dec 31, 2024$126.5M6 Dec 31, 2023+139.8%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.2B6 Dec 31, 2024$1.2B6 Dec 31, 2023−2.5%
Intangible assets, net (excluding goodwill)$81.2M6 Dec 31, 2024$102.7M6 Dec 31, 2023−21.0%
Accumulated amortization$18.8M6 Dec 31, 2024$14.0M6 Dec 31, 2023+34.1%
Finite-lived intangibles, net$16.7M6 Dec 31, 2024$20.4M10 Dec 31, 2023−18.1%

Properties, in its own words

Our executive office is located in Nashville, Tennessee in a leased property consisting of 10,943 square feet; our corporate headquarters is located in Baton Rouge, Louisiana in a leased property consisting of 95,657 square feet. We believe we have adequate space to accommodate our corporate staff located in these locations for the foreseeable future.

In addition to our executive office and corporate headquarters, we also lease facilities for our home health and hospice care centers and our high acuity care joint ventures. Generally, our leases have an initial term of five years but range from one to ten years. Most of our leases also contain early termination options and renewal options. The following table shows the location of our 347 Medicare-certified home health care centers, 164 Medicare-certified hospice care centers and 8 admitting high acuity care joint ventures at December 31, 2024:

The rest of Item 2

State · Home Health · Hospice · High Acuity Care · State · Home Health · Hospice · High Acuity Care

Alabama · 29 · 10 · — · Nebraska · 1 · 7 · —

Arizona · 3 · 1 · — · New Hampshire · 3 · 3 · —

Arkansas · 7 · — · 1 · New Jersey · 2 · 7 · —

California · 4 · 1 · — · New York · 6 · — · 1

Connecticut · 1 · 1 · — · North Carolina · 13 · 7 · —

Delaware · 2 · 2 · — · Ohio · 4 · 5 · —

Florida · 15 · 7 · — · Oklahoma · 7 · 1 · —

Georgia · 56 · 9 · — · Oregon · 3 · 1 · —

Illinois · 2 · — · — · Pennsylvania · 9 · 20 · 2

Indiana · 5 · 5 · — · Rhode Island · 1 · 2 · —

Iowa · — · 1 · — · South Carolina · 26 · 8 · 1

Kansas · 1 · 1 · — · South Dakota · — · 1

Kentucky · 17 · — · — · Tennessee · 45 · 15 · —

Louisiana · 8 · 5 · — · Texas · 16 · 12 · —

Maine · 3 · 4 · — · Virginia · 15 · 5 · —

Maryland · 9 · 3 · — · Washington · 2 · — · 1

Massachusetts · 6 · 10 · — · West Virginia · 11 · 6 · —

Michigan · — · — · 1 · Wisconsin · — · 2 · 1

Mississippi · 8 · — · — · Washington, D.C. · 1 · — · —

Missouri · 6 · 2 · — · Total · 347 · 164 · 8

Item 2 of the 10-K filed Feb 27, 2025.5

Leadership

Who has led AMEDISYS INC, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (40)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • ASERACARE HOSPICE TENNESSEE, LLC, a Delaware limited liability company4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 14, 20258-K Ended a material agreement; Completed an acquisition or sale; Listing notice or transfer69
  2. Aug 7, 20258-K Other events70
  3. Jul 29, 20258-K Results of operations; Regulation FD disclosure71
  4. May 1, 20258-K Other events72
  5. Apr 23, 20258-K Entered a material agreement; Results of operations; New debt or obligation73
  6. Feb 26, 20258-K Results of operations; Regulation FD disclosure74
  7. Jan 8, 20258-K Other events75
  8. Jan 3, 20258-K Shareholder vote76
  9. Dec 27, 20248-K Entered a material agreement77
  10. Nov 6, 20248-K Results of operations; Regulation FD disclosure78
  11. Aug 22, 20248-K Executive or director change79
  12. Jul 24, 20248-K Results of operations; Regulation FD disclosure80
  13. Apr 14, 2023New chief executive Richard M. Ashworth becomes CEO14
  14. Dec 17, 2014New chief executive Paul B. K. Kusserow becomes CEO16
  15. Apr 3, 2014New chief executive Ronald A. Laborde becomes CEO15
  16. Feb 28, 2006New chief executive William F. Borne becomes CEO17

Calendar

When it reported results

  1. Jul 29, 2025Reported quarterly or annual results71
  2. Apr 23, 2025Reported quarterly or annual results73
  3. Feb 26, 2025Reported quarterly or annual results74
  4. Nov 6, 2024Reported quarterly or annual results78
  5. Jul 24, 2024Reported quarterly or annual results80
  6. Apr 24, 2024Reported quarterly or annual results81
  7. Feb 21, 2024Reported quarterly or annual results82
  8. Oct 24, 2023Reported quarterly or annual results83

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

273 filings to the SEC since October 2021: 7 annual reports, 12 quarterly reports, 60 major events, 126 insider forms, 21 large holders, 47 other. The latest 20:

  1. Nov 14, 2025SCHEDULE 13G/A EDGAR
  2. Nov 14, 2025SCHEDULE 13G/A EDGAR
  3. Aug 25, 202515-12G EDGAR
  4. Aug 14, 202525-NSE EDGAR
  5. Aug 14, 202525-NSE EDGAR
  6. Aug 14, 2025S-8 POS EDGAR
  7. Aug 14, 2025S-8 POS EDGAR
  8. Aug 14, 2025S-8 POS EDGAR
  9. Aug 14, 2025S-8 POS EDGAR
  10. Aug 14, 2025S-8 POS EDGAR
  11. Aug 14, 2025S-8 POS EDGAR
  12. Aug 14, 2025S-8 POS EDGAR
  13. Aug 14, 2025S-8 POS EDGAR
  14. Aug 14, 20258-K EDGAR
  15. Aug 14, 2025SCHEDULE 13G EDGAR
  16. Aug 14, 20254 EDGAR
  17. Aug 14, 20254 EDGAR
  18. Aug 14, 20254 EDGAR
  19. Aug 14, 20254 EDGAR
  20. Aug 14, 20254 EDGAR

The 273 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

6 open-market trades by officers, directors and large owners since October 2021: 1 buys and 5 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 8, 2025Guidroz AllysonChief Accounting OfficerSale374$96.00$35.9KForm 4
Mar 4, 2025Guidroz AllysonChief Accounting OfficerSale2,041$92.03$187.8KForm 4
Mar 3, 2023North Michael PaulChief Information OfficerSale5,908$86.43$510.6KForm 4
Jun 23, 2022Bohnert Denise M.Chief Compliance OfficerSale557$115.00$64.1KForm 4
Mar 29, 2022Kemmerly David LSee RemarksSale2,500$177.31$443.3KForm 4
Nov 30, 2021LECHLEITER RICHARD ADirectorBuy1,000$141.25$141.2KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2023Richard AshworthPresident and Chief Executive Officer (PEO)49$692.3K$16.7M92
2023Scott G. GinnChief Operating Officer, Executive Vice President and Chief Financial Officer (PFO)55$675.0K$4.5M92
2023Paul B. KusserowFormer Chief Executive Officer and Chairman (PEO)63$373.8K$4.0M92
2023Michael P. NorthChief Information Officer$420.2K$1.6M92
2023Nick MuscatoChief Strategy Officer39$407.7K$1.4M92
2023Denise BohnertChief Compliance Officer46$395.2K$1.3M92
2022Scott G. GinnChief Operating Officer, Executive Vice President and Chief Financial Officer (PFO)55$582.7K$4.2M92
2022Paul B. KusserowFormer Chief Executive Officer and Chairman (PEO)63$370.4K$4.1M92
2022Nick MuscatoChief Strategy Officer39$318.3K$1.9M92
2022Michael P. NorthChief Information Officer$400.0K$1.2M92
2022Denise BohnertChief Compliance Officer46$365.4K$900.0K92
2021Paul B. KusserowFormer Chief Executive Officer and Chairman (PEO)63$900.0K$8.3M92
2021Scott G. GinnChief Operating Officer, Executive Vice President and Chief Financial Officer (PFO)55$565.4K$4.3M92

SEC filer profile

How AMEDISYS INC is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARAMEDISYS INC1
  • CIK0000896262
  • Employer ID (EIN)11-31317005
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)8082 Services-Home Health Care Services1
  • SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
  • Business address3854 American Way, Suite A, Baton Rouge, LA 708161
  • Phone22529220311
  • Shares outstanding32,886,703 as of Jul 25, 202512
  • Public float$3.0B as of Jun 28, 20245
  • AuditorKPMG LLP, Baton Rouge, Louisiana PCAOB ID 185; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceMay 16, 19961
  • Filings1,788 in all: 4 (791), 8-K (448), 10-Q (89), SC 13G/A (87), 3 (43), 425 (34), DEF 14A (29), SC 13G (29)1
    All 51 form types

    10-K (26), DEFA14A (17), 4/A (16), 8-K/A (16), SC 13D/A (16), UPLOAD (13), 5 (11), CORRESP (10), 10-Q/A (9), S-3/A (9), 10-K/A (8), S-3 (8), S-8 (8), S-8 POS (8), 144 (7), 10-K405/A (5), NT 10-Q (5), SC 13D (4), 10-K405 (3), ARS (3), NT 10-K (3), PRER14A (3), 25-NSE (2), 424B1 (2), EFFECT (2), PRE 14A (2), REGDEX (2), RW (2), S-1 (2), SCHEDULE 13G (2), SCHEDULE 13G/A (2), 144/A (1), 15-12G (1), 5/A (1), 8-A12G (1), DEFM14A (1), DEFS14A (1), FWP (1), POS AM (1), PREM14A (1), PRES14A (1), S-1/A (1), S-3MEF (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2025
    Quarterly report (10-Q) Jul 30, 2025
    Proxy statement (DEF 14A) Dec 10, 2024
    Latest 8-K (8-K) Aug 14, 2025

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.001 per shareAMEDThe NASDAQ Global Select Market

From the cover page of the 10-K filed Feb 27, 2025 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks AMEDISYS INC names in Item 1A of its 10-K filed Feb 27, 2025: 50 risks under these headings, as written.5

  • If any of the following risks are actually realized, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected. In that case, the trading price of our common stock could decline.
  • You should refer to the explanation of the qualifications and limitations on forward-looking statements under “Special Caution Concerning Forward-Looking Statements.” All forward-looking statements made by us are qualified by the risk factors described below.
  • Risks Related to the Proposed Merger with UnitedHealth Group Incorporated ("UnitedHealth Group")
  • The proposed Merger is subject to the satisfaction of certain closing conditions, including government consents and approvals, some or all of which may not be satisfied or completed by the end of the Waiver Period (as defined in the Waiver (as defined below)), if at all.
  • We may not complete the proposed Merger by the end of the Waiver Period or at all, which could have an adverse effect on our business, financial results and/or operations.
  • We are subject to various uncertainties while the Merger is pending that may cause disruption and may make it more difficult to maintain relationships with employees, customers and other third-party business partners.
  • In certain instances, the Merger Agreement requires us to pay a termination fee to UnitedHealth Group, which could affect the decisions of a third-party considering making an alternative acquisition proposal.
  • We have incurred, and will continue to incur, direct and indirect costs as a result of the Merger.
  • Litigation challenging the Merger Agreement may prevent the Merger from being consummated by the end of the Waiver Period or at all.
  • Risks Related to Reimbursement
  • Federal and state changes to reimbursement and other aspects of Medicare and Medicaid could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.
  • Future cost containment initiatives undertaken by private third-party payors may limit our future revenue and profitability.
The other 39 risks
  • Possible changes in the case mix of patients, as well as payor mix and payment methodologies, could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.
  • Our failure to negotiate favorable managed care contracts, or our loss of existing favorable managed care contracts, could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.
  • Quality reporting requirements may negatively impact Medicare reimbursement.
  • Value-based purchasing may negatively impact Medicare reimbursement.
  • Any economic downturn, deepening of an economic downturn, continued deficit spending by the federal government, reductions in government spending for healthcare programs or state budget pressures may result in a reduction in payments and covered services.
  • Risks Related to our Operations
  • A shortage of qualified clinicians, such as nurses and therapists, could materially impact our ability to attract, train and retain qualified personnel and could increase operating costs.
  • We may be more vulnerable to the effects of a public health emergency than other businesses due to the nature of our patient population and the physical proximity required by our operations, which could harm our business disproportionately to other businesses.
  • Because we are limited in our ability to control rates received for our services, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected if we are not able to maintain or reduce our costs to provide such services.
  • If we are unable to consistently provide high quality of care, our business will be adversely impacted.
  • If we are unable to maintain relationships with existing patient referral sources, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected.
  • Our industry is highly competitive, with few barriers to entry in certain states.
  • The success of our high acuity care segment depends on our ability to enter into capitation and other forms of risk-based contracts with managed care health plans. If we are unsuccessful in obtaining these contracts or if we are unsuccessful in managing costs associated with risk-based contracts, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected.
  • Our business depends on our information systems. A cyber-attack, security breach or our inability to effectively integrate, manage and keep our information systems secure and operational could disrupt our operations.
  • Software outages or disruptions, including due to cyberattacks, defects or other unanticipated performance problems, could adversely affect our business, results of operations and financial condition.
  • Our insurance liability coverage may not be sufficient for our business needs.
  • We may be subject to substantial malpractice or other similar claims.
  • If we are unable to maintain our corporate reputation, our business may suffer.
  • A write off of a significant amount of intangible assets or long-lived assets could have a material adverse effect on our consolidated financial condition and results of operations.
  • Our operations could be impacted by war, terrorism, natural or man-made disasters and climate change.
  • Inflation in the economy and new or increased tariffs could negatively impact our business and results of operations.
  • We utilize artificial intelligence, which could expose us to liability or adversely affect our business, especially if we are unable to compete effectively with others in adopting artificial intelligence.
  • Risks Related to our Growth Strategies
  • Our long-term growth strategy depends on our ability to acquire additional care centers and integrate and operate these care centers effectively, make investments and enter into joint ventures and other strategic relationships. If our long-term growth strategy is unsuccessful or we are not able to successfully integrate newly acquired care centers into our existing operations, our business and consolidated financial condition, results of operations and cash flows could be materially adversely affected.
  • The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us, and as a result, we may face unexpected liabilities.
  • State efforts to regulate the establishment or expansion of health care providers could impair our ability to expand our operations.
  • Federal regulation may impair our ability to consummate acquisitions or open new care centers.
  • Divestitures or other dispositions could negatively impact our business, and contingent liabilities from businesses that we have sold could adversely affect our business and consolidated financial condition, results of operations and cash flows.
  • Risks Related to Laws and Government Regulations
  • We are subject to extensive government regulation. Any changes to the laws and regulations governing our business, or to the interpretation and enforcement of those laws or regulations, could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.
  • We face periodic and routine reviews, audits and investigations under our contracts with federal and state government agencies and private payors, and these audits could have adverse findings that may negatively impact our business.
  • If a care center fails to comply with the conditions of participation in the Medicare program, that care center could be subjected to sanctions or terminated from the Medicare program.
  • We are subject to federal and state laws that govern our financial relationships with physicians and other health care providers, including potential or current referral sources.
  • The No Surprises Act and similar price transparency initiatives could impact our relationships with patients and insurers.
  • Risks Related to Liquidity
  • Delays in payment may cause liquidity problems.
  • Changes in units of payment for home health agencies could reduce our Medicare home health reimbursement levels.
  • The volatility and disruption of the capital and credit markets and adverse changes in the United States and global economies could impact our ability to access both available and affordable financing, and without such financing, we may be unable to achieve our objectives for strategic acquisitions and internal growth.
  • Our indebtedness could impact our financial condition and impair our ability to fulfill other obligations.
  • The agreements governing our indebtedness contain various covenants that limit our discretion in the operation of our business, and our failure to satisfy requirements in these agreements could have a material adverse effect on our business and consolidated financial condition, results of operations and cash flows.
  • Risks Related to Ownership of Our Common Stock
  • The price of our common stock has been and may continue to be volatile, which could lead to securities litigation brought against us or cause investors to lose the value of their investment.
  • Our Board of Directors may use anti-takeover provisions or issue stock to discourage a change of control.
  • Our Bylaws designate the Court of Chancery of the State of Delaware or, if the Court of Chancery does not have jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could discourage lawsuits against us and our directors, officers, employees and stockholders.

Legal proceedings

See Part II, Item 8, Note 4 – Mergers, Acquisitions and Dispositions and Note 11 – Commitments and Contingencies for information concerning our legal proceedings. See also Part I, Item 1A. "Risk Factors – Litigation challenging the Merger Agreement may prevent the Merger from being consummated by the end of the Waiver Period or at all."

The opening of Item 3, Legal Proceedings.5

Sources

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