Summary
Chevron Corporation (CVX) has filed an 8-K report detailing an amendment to its By-Laws, effective September 29, 2010. The primary change involves the designation of a sole and exclusive forum for certain legal proceedings. Specifically, the Court of Chancery of the State of Delaware is now designated as the exclusive forum for derivative actions, breach of fiduciary duty claims, and claims arising under Delaware General Corporation Law or the internal affairs doctrine, unless Chevron provides written consent to an alternative forum.
Key Highlights
- 1Chevron Corporation amended its By-Laws, effective September 29, 2010.
- 2The amendment re-designates Article VII as Article VIII.
- 3A new Article VII establishes a 'sole and exclusive forum' for specific types of legal actions.
- 4The Court of Chancery of the State of Delaware is designated as the exclusive forum.
- 5This forum applies to derivative actions, breach of fiduciary duty claims, and actions under Delaware General Corporation Law.
- 6The provision applies unless the Corporation consents in writing to an alternative forum.
- 7Stockholders acquiring shares are deemed to have notice of and consent to this forum selection provision.
Frequently Asked Questions
The main purpose of this 8-K filing is to report an amendment to Chevron Corporation's By-Laws concerning the designation of a specific legal forum for certain types of lawsuits.
The Court of Chancery of the State of Delaware has been designated as the sole and exclusive forum for the specified legal actions, unless Chevron Corporation consents otherwise in writing.
The provision covers derivative actions brought on behalf of the corporation, claims of breach of fiduciary duty owed by directors, officers, or employees, and claims arising under the Delaware General Corporation Law or governed by the internal affairs doctrine.
Any person or entity acquiring shares of Chevron Corporation's capital stock is deemed to have notice of and to have consented to this exclusive forum provision. This means that if a shareholder needs to bring one of the specified types of legal actions, they will generally have to do so in the Delaware Court of Chancery.