Summary
Ameriprise Financial, Inc. (AMP) filed an 8-K on January 28, 2014, to report an amendment to its By-Laws. The Board of Directors approved the addition of a new section, 8.05, to Article VIII of the Company's By-Laws. This amendment designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain legal actions involving the company, its directors, officers, employees, and stockholders, including derivative actions and claims related to fiduciary duties or Delaware corporate law. This by-law provision aims to consolidate litigation within a specialized Delaware court, potentially leading to more consistent and efficient resolution of disputes. The amendment applies to all persons and entities holding interests in the company's stock, who are deemed to have notice of and consent to this forum selection clause upon acquiring such interests. This change is effective immediately upon the Board's approval and is accompanied by the filing of the amended and restated By-Laws as an exhibit.
Key Highlights
- 1Ameriprise Financial, Inc. amended its By-Laws on January 28, 2014.
- 2The amendment establishes the Court of Chancery of the State of Delaware as the exclusive forum for specific legal proceedings.
- 3Covered actions include derivative lawsuits, breach of fiduciary duty claims, and claims under Delaware General Corporation Law.
- 4This forum selection clause applies to all stockholders and holders of company stock interests.
- 5Holders of company stock are deemed to have consented to this forum selection clause.
- 6The amendment became effective immediately upon Board of Directors approval.
- 7The full text of the Amended and Restated By-Laws is filed as an exhibit to the 8-K.