Summary
Danaher Corporation (DHR) has filed an 8-K detailing amendments to its Amended and Restated By-laws, effective July 13, 2021. The most significant change introduces an exclusive forum bylaw, designating the Court of Chancery of the State of Delaware as the sole and exclusive forum for resolving internal corporate claims, subject to jurisdictional requirements. This move aims to streamline litigation and provide greater certainty regarding legal proceedings related to the company's internal affairs. Beyond the exclusive forum provision, the bylaw amendments also introduce several procedural updates. These include clarifying procedures for special shareholder meetings, reinforcing the powers of the meeting chair, specifying who is eligible for mandatory indemnification, and outlining requirements for shareholders presenting business or nominations at meetings. The changes also update requirements for director nominees and grant special powers to directors during emergencies, with numerous other minor clarifying adjustments also being made.
Key Highlights
- 1DHR has amended and restated its By-laws, effective July 13, 2021.
- 2A new exclusive forum bylaw provision has been implemented, designating Delaware Court of Chancery for internal corporate claims.
- 3The exclusive forum provision applies to complaints asserting internal corporate claims, to the fullest extent permitted by law.
- 4Amendments clarify and update procedures for special shareholder meetings.
- 5By-laws now confirm and clarify the powers of the chair of shareholder meetings.
- 6Updates include requirements for shareholders presenting business or nominations at meetings.
- 7Special powers for directors during emergencies have been added.