Criteo S.A.
For the period ended Sep 30, 2026. Filed Nov 4, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 4, 2026
CRTO$15.42+0.3%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001576427-26-000092
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-04.
0001576427-26-000107
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 297 previous paragraphs and 38 current paragraphs.
3 unchanged; 6 reworded; 28 added; 288 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (28)
Current report
You should carefully consider the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our subsequent Quarterly Reports on Form 10-Q. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any such risks materialize, our business, financial condition and results of operations could be materially harmed and the trading price of our Ordinary Shares could decline. The following risk factors are provided to update the risk factors previously disclosed under the heading "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the Securities and Exchange Commission (the "SEC") on August 5, 2026. The risk factors below include risks relating to the proposed cross-border merger and the associated transfer of our legal domicile to the United States, as previously described in our Registration Statement on Form S-4 filed with the SEC on August 5, 2026. Except as presented below, there have been no material changes to the Risk Factors described in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
Current report
You should read and consider the risk factors relating to Lux Criteo, which will continue to affect U.S. Criteo after completion of the Merger and are described under the heading “Risk Factors” in the Annual Report and in the Quarterly Reports. Each such risk factor is incorporated by reference into this proxy statement / prospectus.
Current report
We expect to incur additional costs in connection with the Merger and management attention may be diverted to complete the Merger, and our business may otherwise be impacted by disruptions or uncertainty associated with the Merger.
Current report
We could be the subject of legislative, regulatory, administrative, stockholder or third party action in connection with or as a result of the Merger. Any such action may seek or result in delaying, hindering, impeding, preventing, rescinding or nullifying the Merger. We are subject to a wide variety of Luxembourg, European Union and U.S. securities laws, rules, regulations and policies. There can be no assurance that such laws, rules, regulations and policies or the interpretations thereof (including through enforcement priorities, executive orders and investigations) will not be changed or implemented in connection with or as a result of the Merger or otherwise. Such changes or implementations could materially delay or prevent the Merger, eliminate or reduce some or all of the anticipated benefits of the Merger or otherwise materially and adversely affect our business, results of operations and financial condition. In addition, as a Delaware corporation following the Merger, we will be required to comply with numerous U.S. and Delaware laws and regulations, and we may incur costs and divert management attention as we seek to ensure compliance with a changing regulatory regime.
Current report
The Merger is conditional, and the conditions may not be satisfied, or we may choose to abandon or delay the Merger.
Current report
Completion of the Merger is conditional, among other things, upon the satisfaction or waiver of certain conditions, which include the receipt of shareholder approval. There can be no assurance that these conditions will be fulfilled or that the Merger will be completed. Further, we may abandon or delay the Merger, which, for example, could be the result of an increase in our estimated cost of the Merger or determination that the Merger may not result in the benefits we expect and a determination by the Board of Directors that the Merger is no longer in the best interests of shareholders.
Current report
The market for our shares may fluctuate as a result of the Merger.
Current report
The U.S. stock market generally , and the market for our securities in particular, has been and may continue to be subject to fluctuations, whether due to, or irrespective of, our operating results and financial condition. The Ordinary Shares are currently listed on Nasdaq. In connection with the Merger, we intend to list the Common Stock on the NYSE under the ticker symbol “CRTO”. We cannot predict the prices at which our securities may trade after the Merger, or whether the trading price of the Ordinary Shares absent the Merger would have been lower, higher or the same. In addition, if the trading market for the Common Stock cannot be sustained or is lower than that of the Ordinary Shares, it could increase price volatility. Should the market price of the Common Stock drop significantly, stockholders may institute securities class action lawsuits against us. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our management and other resources.
Current report
If the Merger does not qualify as a “reorganization” under Section 368(a) of the Code, stockholders may be required to pay U.S. federal income taxes.
Current report
It is intended that the Merger qualify as a form of “reorganization” within the meaning of Section 368(a) of the Code, and Lux Criteo and U.S. Criteo intend to file tax returns consistent with this intended tax treatment. However, the IRS may assert, and a court may sustain, a contrary position. If the Merger does not qualify as a form of reorganization within the meaning of Section 368(a) of the Code, stockholders would generally recognize taxable gain or loss upon their exchange of Ordinary Shares for Common Stock pursuant to the Merger.
Current report
Our tax position could be adversely impacted by changes in tax laws in various jurisdictions.
Current report
Our tax position could be adversely impacted by changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by the tax authorities in France, Luxembourg, the United States or other jurisdictions following the Merger. Any such changes could subject us to increased taxation and potentially significant expense. Following the Merger, we may be subject to current U.S. federal income taxes on the earnings of our non-U.S. affiliates in a manner that may adversely impact our effective tax rate.
Current report
The Merger may result in adverse tax consequences for holders of Ordinary Shares.
Current report
U.S. Holders may be subject to U.S. federal income tax as a result of the Merger. A U.S. Holder who on the day of the Merger beneficially owns Ordinary Shares with a fair market value of less than $50,000 and is not a 10% U.S. Holder will generally not recognize any gain or loss and will generally not be required to include any part of our earnings in income. A U.S. Holder who on the day of the Merger beneficially owns Ordinary Shares with a fair market value of $50,000 or more and is not a 10% U.S. Holder will generally recognize gain (but not loss) in respect of the Merger as if such U.S. Holder exchanged its Ordinary Shares for Common Stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the Ordinary Shares held directly by such U.S. Holder. A U.S. Holder who on the day of the Merger is a 10% U.S. Holder will generally be required to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations) attributable to the Ordinary Shares held directly by such U.S. Holder. The determination of Lux Criteo’s earnings and profits is a complex determination and may be affected by numerous factors. We may not provide U.S. Holders with the information required to calculate the “all earnings and profits amount” attributable to the Ordinary Shares held directly by such U.S. Holder. There can be no assurance that the IRS, or a court, will agree with Lux Criteo’s determination of its earnings and profits.
Current report
The rights of stockholders under Delaware law differ from the rights of shareholders under Luxembourg law.
Current report
Currently, your rights as a shareholder of Lux Criteo are governed by the laws of Luxembourg and Lux Criteo’s existing articles of association. Following the Merger, your rights as a stockholder of U.S. Criteo will be governed by Delaware law and the Certificate of Incorporation and Bylaws (copies of which are attached as Annex F and Annex G, respectively, to this proxy statement / prospectus), which contain provisions that differ in certain respects from those currently in effect. Therefore, some of your rights as a shareholder will change as a result of the Merger. For a description of your rights following the Merger and how they may differ from your current rights, please see “Comparison of Shareholder Rights” beginning on page 63 of the S-4.
Current report
Provisions in the Certificate of Incorporation and Bylaws could impact change in control transactions.
Current report
In addition to protections afforded under the DGCL, the Certificate of Incorporation and Bylaws (copies of which are attached as Annex F and Annex G, respectively, to this proxy statement / prospectus) contain provisions that could have the effect of delaying or preventing changes in control or changes in management or the Board of Directors. These provisions include:
Current report
•providing that the Board of Directors will have the authority to increase or decrease its size without stockholder approval, and that vacancies on the Board of Directors, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director;
Current report
•providing that the Board of Directors will have the authority to determine designations and the powers, preferences and relative, participating, optional or other special rights and qualifications, limitations, or restrictions thereof, including the dividend rate, conversion rights, redemption price and liquidation preference, of any series of shares of preferred stock, to fix the number of shares constituting any such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding);
Current report
•providing that until the seventh annual meeting of the stockholders of U.S. Criteo following the Merger, the Board of Directors will be divided into two classes, with each class serving a staggered two-year term (which is consistent with how the current and historical Board of Directors has served), and removal of directors by stockholders during this time may be for cause only (and thereafter each director will serve a one-year term and be subject to removal by stockholders with or without cause);
Current report
•requiring advance notice applicable to stockholders for director nominations and actions to be taken at annual meetings (which will be lengthier than the current and historical requirements of the Company);
Current report
•requiring minimum ownership thresholds of stockholders to call a special meeting (which will be higher than the current and historical requirements of the Company); and
Current report
•providing that the Board of Directors is expressly authorized to adopt, or to alter or amend or repeal provisions in the Bylaws.
Current report
The Certificate of Incorporation will provide that, unless U.S. Criteo consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or the federal district court in the State of Delaware if the Court of Chancery does not have subject matter jurisdiction) is the sole and exclusive forum for (i) any derivative action brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of U.S. Criteo’s current or former directors, officers or other employees or stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine (the “Delaware Exclusive Forum Provision”). The Certificate of Incorporation will further provide that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action under the Securities Act (the “Federal Forum Provision”).
Removed paragraphs (288)
Previous report
As described in the introduction to the Notes to our Condensed Consolidated Financial Statements and in Note 17 (Subsequent Events), on July 29, 2026, we completed our redomiciliation from France to Luxembourg through the cross-border conversion of Criteo S.A. from a French public limited liability company to a Luxembourg public limited liability company (the "Conversion"). In connection with the Conversion, we terminated our ADS structure and listed our Ordinary Shares directly on Nasdaq. Because the Conversion, including the resulting change from French to Luxembourg governing law, and the replacement of the ADSs with directly listed Ordinary Shares, each affected a substantial number of the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K"), we have set forth below a complete presentation of our risk factors rather than a description limited to material changes since the 2025 Form 10-K. The risk factors set forth below update, restate and supersede in their entirety the risk factors previously disclosed in Part I, Item 1A of the 2025 Form 10-K.
Previous report
If we fail to innovate, enhance our brand, and adapt and respond effectively to rapidly changing technology, our offerings may become less competitive or obsolete. Our investments in new solutions and technologies to address new marketing goals for our clients are inherently risky and may not be successful.
Previous report
Our industry and business are subject to rapid and frequent changes in technology, evolving client needs and the frequent introduction by our competitors of new and enhanced offerings. Our future success will depend on our ability to continuously enhance and improve our offerings to meet client needs, build our brand, scale our technology capabilities, add functionality to and improve the performance of the Criteo Commerce Intelligence Platform, and address technological and industry advancements. If we are unable to enhance our solutions to meet market demand in a timely manner, we may not be able to maintain our existing clients or attract new clients, and our solutions may become less competitive or obsolete. Furthermore, brand promotion activities may not yield increased revenue sufficient to offset expenses or any increased revenue at all.
Previous report
More specifically, the rapid development and adoption of generative AI is changing how consumers discover products and content and how advertising is created, purchased and delivered. AI-powered search could disintermediate existing advertising channels, reduce the open web and commerce media inventory on which we rely, among others, and alter the competitive dynamics of our industry in ways we may not be able to predict. As a result, our solutions could become less competitive or obsolete, which could materially and adversely affect our business, results of operations and financial condition.
Previous report
Our investments in our Commerce Intelligence Platform and new technologies are inherently risky and may not be successful. While we have a track record of addressing broader marketing and monetization goals, including customer acquisition and brand awareness, we continue to invest substantial resources to adapt our model, pricing and organization to expand into new advertising channels. If we are not successful in continuing to improve and adapt our solutions along broader marketing goals, our results of operations could be adversely affected. Furthermore, we believe that the importance of brand recognition will increase as competition in our market increases.
Previous report
The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors.
Previous report
The market for digital advertising solutions, including specifically retail media, is highly competitive and rapidly changing, as market participants develop new technologies and offer multiple new products and services aimed at facilitating and/or capturing advertising spend. With the introduction of new technologies and the influx of new entrants to the market, including large established walled gardens, smaller companies that we do not yet know about, or companies that do not yet exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and maintain our profitability, including if competition increases pricing pressure.
Previous report
Certain internet and technology companies have significantly larger resources and capital than we do, and in many cases have advantageous competitive positions in popular products and services such as Amazon Advertising, Google Search, YouTube, Chrome, Meta Platforms, and Apple Search Ads, which they can use to their advantage. Furthermore, our competitors have invested substantial resources and capital in innovation, which could lead to technological advancements that change the competitive dynamics of our business in ways that we may not be able to predict.
Previous report
In addition to competing for advertising spend, we compete with many companies for advertising inventory. As more companies compete for advertising impressions on advertising exchange platforms and other platforms that aggregate supply of advertising inventory, advertising inventory may become competitive and expensive, which may adversely affect our ability to acquire a consistent supply of advertising inventory and to deliver advertisements on a profitable basis.
Previous report
Some of the companies that we compete with, either for advertising spend or inventory, may also be our clients or affiliated with our clients or important sources of advertising inventory. Competitive pressure may incentivize such companies to cease to be our clients or cease to provide us with access to their advertising inventory.
Previous report
If this were to occur, our ability to place advertisements would be significantly impaired and our results of operations would be adversely affected. Some large retailers, which could include our own clients, may develop retail media advertising technologies in-house, and may move some of their demand to a direct sales model such that they would do some of their own sales. Competition could also hinder the success of new advertising solutions that we offer in the future.
Previous report
If any of these risks were to materialize, our ability to compete effectively could be significantly compromised and our results of operations could be harmed. Any of these developments would make it more difficult for us to sell our offerings and could result in increased pricing pressure, reduced fees and gross margins, increased sales and marketing expense and/or the loss of market share.
Previous report
Our success depends on our ability to implement our business transformation and achieve our global business strategies.
Previous report
Our business has recently undergone, and continues to undergo, a significant transformation, partially in response to major changes in the advertising technology industry driven by, but not limited to, regulations such as the GDPR and restrictions on data collection and use, including those implemented by large technology companies. The components of our transformation include diversification of our services as we rely less on third-party signals, focus on growth and investment, and certain organization adjustments and cost optimization opportunities. Our future performance and growth depend on the success of this transformation and our new business strategies, including our management team’s ability to successfully implement them.
Previous report
Our ongoing transformation has resulted, and may continue to result, in changes to business priorities and operations, capital allocation priorities, operational and organizational structure, and increased demands on management. Such changes could result in short-term and one-time costs, lost clients, reduced sales volume, higher than expected restructuring costs, productivity or retention issues, business disruption, and other negative impacts on our business.
Previous report
As we continue to transform our business, we may not realize the anticipated benefits or the realization of such benefits may be delayed. The failure to realize benefits or savings, which may be due to our inability to execute plans, delays in the implementation of continued transformation and growth and our product roadmap, global or local economic conditions, competition, changes in the advertising technology industry and the other risks described herein, could have a material adverse effect on our business, financial condition and results of operations, as well as the trading price of our securities.
Previous report
We may not be able to effectively integrate or realize the expected benefits of acquisitions or strategic transactions, which may adversely affect our ability to achieve our growth and business objectives.
Previous report
We explore, on an ongoing basis, potential acquisitions of additional businesses, products, solutions, technologies or teams, and other potential strategic transactions, including investments and partnerships. If we pursue any such strategic transaction, we may not be successful in negotiating the terms and/or financing of the transaction, and our due diligence may fail to identify all of the problems, contingencies, liabilities or other shortcomings or challenges of the relevant market, business, product, solution or technology.
Previous report
Any strategic transaction may require us to use significant amounts of cash, incur debt, issue potentially dilutive equity securities or incur contingent liabilities or amortization of expenses, or impairment of goodwill and/or purchased long-lived assets, and restructuring charges, any of which could harm our financial condition or results. The Company has incurred and will incur significant transaction and acquisition-related costs in connection with its acquisitions or other transactions, including legal, accounting, financial advisory, regulatory and other expenses. The payment of such transaction costs could adversely affect our financial condition, results of operations or cash flows. In addition, the anticipated benefits of any acquisition or investment may not be realized, and we may be exposed to unknown risks, which could adversely affect our business, financial condition or operating results, including risks arising from:
Previous report
•difficulties in integrating the operations, technologies, services and personnel of acquired businesses, especially if those businesses operate outside of our core competency and across different geographies;
Previous report
•ineffectiveness, lack of scalability, or incompatibility of acquired technologies or services;
Previous report
•unforeseen cybersecurity issues or flaws in acquired technologies or the integration thereof;
Previous report
•inability to maintain the key business relationships and the reputation of acquired businesses or products;
Previous report
•failure to successfully further develop the acquired technology to recoup our investment;
Previous report
•diverting management’s attention from other business concerns;
Previous report
•liability or litigation for activities of the acquired business, including claims from terminated employees, clients, former shareholders or other third parties;
Previous report
•implementation or remediation of controls, practices, procedures and policies at acquired businesses, including the costs necessary to establish and maintain effective internal controls; and
Previous report
•increased fixed costs without corresponding offsetting growth.
Previous report
If we are unable to successfully integrate, leverage the commercial relationships of, or realize the expected benefits of the strategic transactions we complete or any business, product, solution, technology or team we acquire in the future, our business and results of operations could suffer, and we may not be able to achieve our business and growth objectives.
Previous report
The failure by Criteo AI Engine to accurately predict user engagement and the failure to maintain the quality of our client and publisher content could result in significant costs to us, lost revenue and diminished business opportunities.
Previous report
The effective delivery of certain of our digital advertising solutions relies in part on the ability of Criteo AI Engine to predict the likelihood that a consumer will engage with any given internet display advertisement with a sufficient degree of accuracy so that our clients can achieve desirable returns on their advertising spend. Although we have evolved our pricing models alongside our broader suite of solutions, a large part of our revenue continues to be generated through click or impression- based pricing models or an equivalent, such that our clients only pay us when a user engages with the advertisement, usually by clicking on it.
Previous report
Many of our agreements with clients neither include a spending minimum nor include long-term obligations requiring publishers to make their inventory available to us over long periods of time. Therefore, we need to continuously deliver satisfactory results for our clients and publishers to maintain and increase revenue, which depends partly on the optimal functioning of Criteo AI Engine.
Previous report
In addition, we have seen significant growth in the amount and complexity of data processed by Criteo AI Engine and the number of advertising impressions we deliver. As the amount of data and number of variables processed by Criteo AI Engine increase, and the calculations that the algorithms must compute become increasingly complex, the risk of errors in the type of data collected, stored, generated or accessed also increases.
Previous report
Our clients’ satisfaction depends on our ability to prevent advertisements from appearing alongside unlawful, inappropriate, or otherwise non-compliant content under applicable agreements.
Previous report
While this relies partly on the optimal performance of the Criteo AI Engine, the growing adoption of our self-service tools—where clients operate with limited direct support—can make it more challenging to guide their usage effectively and to prevent improper ad placements.
Previous report
As with all technology-driven businesses, Criteo is also exposed to risks of fraudulent or malicious activity, including non-human traffic, which can disrupt or degrade the proper functioning of the Criteo AI Engine. For example, automated bots or other deceptive mechanisms may artificially inflate click metrics or misattribute ad interactions, distorting campaign performance. The risk of such fraudulent activity is heightened in higher-value formats such as online video and CTV, where inventory CPM is greater.
Previous report
Significant system errors, defects, or fraudulent or malicious activity could impair or disable the Criteo AI Engine, hindering our ability to purchase advertising inventory and generate revenue until these issues are resolved. Failure to prevent ads from being placed in unlawful or inappropriate contexts could also harm our reputation and business relationships. Potential consequences of such events include:
Previous report
•Loss of clients or publishers, or reduced inventory purchases by clients;
Previous report
•Decrease in consumer visits to clients’ websites or mobile applications;
Showing the first 40 of 288 passages. Open the source sections for the rest.
Reworded paragraphs (6)
Previous wording
As a result of the Conversion, certain relationships, including with employees, landowners, suppliers, lenders, partners, governments, lobbying professional organizations and shareholders, may be subject to disruption due to ongoing uncertainty associated with the recent completion of the Conversion, contractual termination, default, acceleration or similar provisions that may be triggered, deemed to be triggered or claimed to be triggered as a result of the Conversion or potentially negative publicity resulting from the Conversion, any of which could adversely affect our business and operations.
Current wording
We expect to incur additional direct and indirect costs as a result of the Merger. The Company operates in multiple jurisdictions, and other indirect tax costs are expected to be incurred in jurisdictions in which Criteo has subsidiaries. Following the Merger, U.S. Criteo will hold meetings of the Board of Directors and annual general meetings of its stockholders in the United States. We also expect to increase our presence in the United States and incur costs and expenses, including professional fees, to comply with U.S. corporate, tax and other laws and regulations. In addition, we expect to incur attorneys’ fees, accountants’ fees, other advisors’ fees, filing fees, mailing expenses and printing expenses in connection with the Merger, even if it is not approved or completed. The Merger may also divert the attention of our management and employees from our operating business and increase other administrative costs and expenses. Further, though U.S. Criteo will carry on the business currently conducted by Lux Criteo, certain relationships, including with employees, landowners, suppliers, lenders, partners, governments, lobbying professional organizations and shareholders, may be subject to disruption due to uncertainty associated with the Merger, contractual termination, default, acceleration or similar provisions that may be triggered, deemed to be triggered or claimed to be triggered as a result of the Merger or potentially negative publicity resulting from the Merger, any of which could adversely affect our business and operations.
Previous wording
Legislative, regulatory, administrative, shareholder or third party action, including in connection with or as a result of the Conversion, or changes to or implementation of laws, rules, regulations or policies or the interpretations thereof could materially and adversely affect our business, results of operations and financial condition.
Current wording
Legislative, regulatory, administrative, shareholder or third party action in connection with or as a result of the Merger, or changes to or implementation of laws, rules, regulations or policies or the interpretations thereof, could materially delay or prevent the Merger, eliminate or reduce some or all of the anticipated benefits of the Merger or otherwise materially and adversely affect our business, results of operations and financial condition.
Previous wording
We cannot provide any assurance as to what our worldwide effective tax rate will be because of, among other things, uncertainty regarding the amount of business activities and profits in any particular jurisdiction in the future and the tax laws of such jurisdictions. Our actual worldwide effective tax rate may vary from our expectation and that variation may be material.
Current wording
For example, as a Delaware corporation, we may be subject to U.S. federal income tax on income earned outside of the United States under the U.S. “controlled foreign corporation,” or “CFC,” rules, subject to the availability of certain credits and exemptions related to the taxes paid or income earned in those jurisdictions. Moreover, the Merger may not allow us to maintain a competitive worldwide effective corporate tax rate. We cannot provide any assurance as to what our worldwide effective tax rate will be after the Merger because of, among other things, uncertainty regarding the amount of business activities and profits in any particular jurisdiction in the future and the tax laws of such jurisdictions. Our actual worldwide effective tax rate may vary from our expectation and that variation may be material.
Previous wording
The Lux Articles contain an exclusive forum provision that could limit a shareholder’s ability to bring a claim in a judicial forum that the shareholder believes is favorable for such disputes and may discourage lawsuits against us or any of our directors, officers or other employees.
Current wording
The Certificate of Incorporation will contain an exclusive forum provision that could limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for such disputes and may discourage lawsuits against us and any of our directors, officers or other employees.
Previous wording
The Lux Articles provide that the competent courts in the Grand Duchy of Luxembourg will be the exclusive forum for any disputes arising out of or in connection with the Lux Articles, notably (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary or other duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Luxembourg Company Law, or (iii) any action or proceeding asserting a claim or otherwise related to the affairs of the Company. However, the foregoing does not apply to (x) suits brought to enforce any liability or duty created by the Exchange Act or the rules and regulations promulgated thereunder or any other claim for which the U.S. federal courts have exclusive jurisdiction and (y) any complaint asserting a cause of action arising under the Securities Act, for which the federal district courts of the United States of America are, to the fullest extent permitted by law, the sole and exclusive forum for the resolution thereof unless the Company consents in writing to the selection of an alternative forum. The exclusive forum provisions in the Lux Articles do not relieve us of our duties to comply with U.S. federal securities laws and the rules and regulations thereunder and, accordingly, actions by our shareholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in U.S. federal courts. Our shareholders will not be deemed to have waived our compliance with these laws, rules and regulations.
Current wording
The Delaware Exclusive Forum Provision is intended to apply to claims arising under Delaware state law and would not apply to claims brought pursuant to the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, the Federal Forum Provision is intended to apply to claims arising under the Securities Act and would not apply to claims brought pursuant to the Exchange Act. The exclusive forum provisions in the Certificate of Incorporation will not relieve U.S. Criteo of its duties to comply with the federal securities laws and the rules and regulations thereunder and, accordingly, actions by stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal courts. Stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.
Previous wording
The exclusive forum provisions in the Lux Articles may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with the Company or its directors, officers or other employees, which may discourage lawsuits against us or our directors, officers or other employees. In addition, shareholders who do bring a claim in the Grand Duchy of Luxembourg or in the federal district courts of the U.S. could face additional litigation costs in pursuing any such claim, particularly in case they do not reside in or near such respective jurisdictions. The court in the designated forum under our exclusive forum provisions may also reach different judgments or results than would other courts, including courts where a shareholder would otherwise choose to bring the action, and such judgments or results may be adverse to our shareholders. Further, the enforceability of similar exclusive forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that a court could find any of our exclusive forum provisions to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find all or any part of our exclusive forum provisions to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.
Current wording
The exclusive forum provisions in the Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with U.S. Criteo or its directors, officers or other employees, which may discourage lawsuits against U.S. Criteo and its directors, officers and other employees. In addition, stockholders who do bring a claim in the Court of Chancery of the State of Delaware pursuant to the Delaware Exclusive Forum Provision or in the federal district courts of the United States pursuant to the Federal Forum Provision could face additional litigation costs in pursuing any such claim, particularly in the case of the Court of Chancery of the State of Delaware if they do not reside in or near Delaware. The court in the designated forum under our exclusive forum provisions may also reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be adverse to our stockholders.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Further, the enforceability of similar exclusive forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that a court could find any of our exclusive forum provisions to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find all or any part of our exclusive forum provisions to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.