8-KCorporate ChangesExhibits & Filings

BERKSHIRE HATHAWAY INC 8-K Report, Bylaw Amendment (Nov 9, 2010)

Filed November 9, 2010For Securities:BRK-BBRK-A

Summary

Berkshire Hathaway Inc. (BRK-B) filed an 8-K on November 9, 2010, reporting an amendment to its By-Laws, effective November 5, 2010. The primary change involves the adoption of a new exclusive forum provision. This provision designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for specific types of legal actions involving the corporation, its directors, officers, employees, and stockholders. This amendment is designed to streamline litigation and reduce potential legal costs by centralizing certain corporate legal matters in a Delaware court known for its expertise in corporate law. Investors should note that this change impacts where certain legal disputes related to Berkshire Hathaway's internal affairs will be heard, potentially affecting the convenience and nature of legal recourse.

Key Highlights

  • 1Berkshire Hathaway Inc. amended its By-Laws effective November 5, 2010.
  • 2A new By-Law section (Section 14) was added, re-designating the previous Section 14 as Section 15.
  • 3The amendment establishes an exclusive forum selection for legal proceedings.
  • 4The Court of Chancery of the State of Delaware is designated as the sole and exclusive forum for specified legal actions.
  • 5Covered actions include derivative suits, breach of fiduciary duty claims, and claims arising under Delaware corporate law or the company's governing documents.
  • 6The provision applies unless Berkshire Hathaway consents in writing to an alternative forum.
  • 7The amended By-Laws are filed as Exhibit 3.1 to the 8-K.

Frequently Asked Questions

The main purpose of this 8-K filing is to report an amendment to Berkshire Hathaway's By-Laws. Specifically, the company has established an exclusive forum selection clause, designating the Delaware Court of Chancery as the primary venue for certain legal disputes.

The provision covers a range of legal actions, including derivative lawsuits brought on behalf of the corporation, claims of breach of fiduciary duty by directors, officers, or employees, and any action governed by Delaware General Corporation Law, the company's certificate of incorporation, or its by-laws, including those subject to the internal affairs doctrine.

This amendment centralizes certain legal proceedings concerning the company in Delaware's Court of Chancery. For shareholders, this may mean that specific types of legal challenges will need to be filed in Delaware, potentially impacting the convenience and cost of litigation. However, it also aims to provide a more consistent and expert legal environment for resolving such disputes.

Yes, the By-Law amendment states that the Delaware Court of Chancery will be the exclusive forum 'unless the Corporation consents in writing to the selection of an alternative forum.' This means Berkshire Hathaway retains the flexibility to agree to litigate specific cases elsewhere if it deems it appropriate.