8-KCorporate ChangesExhibits & Filings

AMERIPRISE FINANCIAL INC 8-K Report, Bylaw Amendment (Jan 29, 2014)

Filed January 29, 2014For Securities:AMP

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.

Frequently Asked Questions

The main purpose of this 8-K filing is to report an amendment to Ameriprise Financial, Inc.'s By-Laws. This amendment designates the Court of Chancery of the State of Delaware as the exclusive venue for certain types of legal actions involving the company and its stakeholders.

The new By-Law provision covers derivative actions brought on behalf of the company, actions asserting a breach of fiduciary duty by directors, officers, or employees, and actions asserting claims arising under Delaware General Corporation Law or governed by the internal affairs doctrine. Essentially, it directs most significant corporate litigation to a Delaware court.

Yes, the amendment applies to all persons and entities who purchase, acquire, or hold any interest in the company's capital stock. By acquiring stock, these individuals and entities are deemed to have notice of and consent to the forum selection clause, meaning they agree to litigate covered disputes in Delaware's Court of Chancery.

Designating a specific forum, like Delaware's Court of Chancery (which is highly specialized in corporate law), can lead to more consistent and predictable legal outcomes. It may also streamline litigation processes and potentially reduce legal costs by centralizing disputes in a court with deep expertise in corporate governance matters.