8-KCorporate ChangesExhibits & Filings

AUTOMATIC DATA PROCESSING INC 8-K Report, Bylaw Amendment (Apr 9, 2015)

Filed April 9, 2015For Securities:ADP

Summary

This 8-K filing from Automatic Data Processing, Inc. (ADP) primarily announces a change to the company's bylaws, establishing the Delaware Court of Chancery as the exclusive forum for certain legal proceedings involving the company. This move is intended to streamline litigation and potentially reduce legal costs by centralizing disputes in a specialized business court. For investors, this bylaw amendment signifies a procedural change aimed at enhancing corporate governance and predictability in legal matters. While it doesn't directly impact the company's financial performance or operational strategy in the short term, it reflects a proactive approach to managing potential litigation risks. Investors should note that this amendment is standard practice for many Delaware-incorporated companies and is generally seen as a measure to protect the company and its stakeholders from potentially fragmented and costly legal battles.

Key Highlights

  • 1ADP's Board of Directors approved an amendment to the Company's Amended and Restated By-Laws.
  • 2The amendment, effective immediately upon approval on April 8, 2015, establishes a 'forum selection' clause.
  • 3The Delaware Court of Chancery (or federal district court for Delaware if state court lacks jurisdiction) is designated as the sole and exclusive forum for specified legal actions.
  • 4These actions include derivative lawsuits, breach of fiduciary duty claims against directors/officers/employees/agents, and claims arising under Delaware corporate law, the Certificate of Incorporation, or By-Laws.
  • 5The exclusive forum also applies to claims governed by the internal affairs doctrine, unless ADP consents otherwise in writing.
  • 6This amendment aims to centralize litigation and potentially reduce legal costs and complexities for the company.
  • 7The full text of the Amended and Restated By-Laws is filed as Exhibit 3.1 to this report.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors that Automatic Data Processing, Inc. (ADP) has amended its By-Laws to designate the Delaware Court of Chancery as the exclusive forum for specific types of legal actions involving the company. This is a procedural change related to corporate governance.

An 'exclusive forum' designation means that certain lawsuits related to the company must be filed in a specific court (in this case, the Delaware Court of Chancery or the federal district court for Delaware). This is intended to ensure that these types of cases are handled in a specialized court with expertise in corporate law, potentially leading to more efficient and consistent rulings.

This amendment is primarily a corporate governance measure and does not directly alter ADP's business operations or financial performance. It is designed to streamline the handling of legal disputes and potentially reduce litigation-related expenses for the company. While it aims to provide more predictable legal outcomes, it does not represent a change in the company's fundamental business or outlook.

Yes, the By-Laws state that the company can consent in writing to an alternative forum. This means that while the Delaware courts are the primary designated forum, ADP could, in specific instances, agree to litigate elsewhere.