8-KCorporate ChangesExhibits & Filings

BRISTOL MYERS SQUIBB CO 8-K Report, Bylaw Amendment (Nov 4, 2016)

Filed November 4, 2016For Securities:BMYCELG-RIBMYMP

Summary

Bristol-Myers Squibb Company (BMY) filed an 8-K on November 3, 2016, to report an amendment to its corporate bylaws, effective November 2, 2016. The primary change involves the adoption of a new bylaw designating the Court of Chancery of the State of Delaware as the exclusive forum for a specific set of legal actions related to the company and its internal governance. This amendment is significant for investors as it aims to streamline litigation by consolidating certain types of legal disputes, such as derivative actions and claims of breach of fiduciary duty, within a single, specialized court. This could potentially lead to more efficient and predictable legal proceedings concerning the company's internal affairs and director/officer conduct.

Key Highlights

  • 1BMY amended its corporate bylaws, effective November 2, 2016.
  • 2The amendment designates the Court of Chancery of the State of Delaware as the exclusive forum for specific legal actions.
  • 3Covered actions include derivative suits brought on behalf of the company.
  • 4Claims of breach of fiduciary duty by directors, officers, or employees are also covered.
  • 5Actions asserting claims under Delaware General Corporation Law, the company's Certificate of Incorporation, or Bylaws are included.
  • 6The exclusive forum provision applies unless the company consents to an alternative forum.
  • 7The amended bylaws are filed as Exhibit 3.1 to the 8-K filing.

Frequently Asked Questions

The primary purpose is to designate the Court of Chancery of the State of Delaware as the exclusive forum for certain legal actions related to the company, such as derivative lawsuits and claims of breach of fiduciary duty, aiming to standardize and potentially expedite litigation concerning internal corporate matters.

For shareholders, this means that if they need to bring certain types of legal actions against the company or its management, they will be required to do so in the Delaware Court of Chancery, rather than in courts in other jurisdictions. This is intended to create a more predictable and potentially efficient legal process.

No, this amendment does not prevent shareholders from suing the company. It only dictates the specific court (Delaware Court of Chancery) that must be used for particular types of lawsuits, unless BMY agrees to an alternative forum.

The bylaw covers derivative actions on behalf of the company, claims of breach of fiduciary duty by directors, officers, or employees, and claims arising under the Delaware General Corporation Law or BMY's own governing documents (Certificate of Incorporation and Bylaws).