Summary
First Citizens BancShares, Inc. /DE/ (FCNCA) announced a significant procedural change through an amendment to its bylaws, effective July 28, 2015. The company has officially shifted the exclusive forum for certain legal proceedings from North Carolina courts to Delaware courts. This change specifically impacts derivative actions, breach of duty claims against directors and officers, and actions governed by Delaware corporate law. The amendment aligns the company's bylaws with a recent change in Delaware's General Corporation Law, which permits Delaware corporations to designate Delaware courts as the exclusive forum for such matters.
Key Highlights
- 1Exclusive forum provision for legal disputes moved from North Carolina to Delaware.
- 2The Court of Chancery of the State of Delaware is designated as the primary exclusive forum.
- 3Federal district court for the District of Delaware is the secondary exclusive forum if the Court of Chancery lacks jurisdiction.
- 4This change impacts derivative actions, breach of duty claims against directors/officers/employees/shareholders, and claims governed by Delaware Corporation Law.
- 5The amendment is in response to a recent change in Delaware law allowing for such exclusive forum provisions.
- 6The Amended and Restated Bylaws, as amended, are filed as an exhibit to this report.
Frequently Asked Questions
The main change is the amendment of First Citizens BancShares' bylaws to designate Delaware courts (specifically the Court of Chancery or the federal district court for Delaware) as the exclusive forum for certain legal proceedings, moving this from North Carolina courts.
The company amended its bylaws in response to a recent change in Delaware's General Corporation Law, which now allows Delaware corporations to establish an exclusive forum in Delaware for specified legal actions.
The amendment affects derivative actions, claims of breach of duty by directors, officers, employees, or shareholders, and any action governed by Delaware's General Corporation Law or the internal affairs doctrine.
The amendment primarily targets specific types of corporate litigation, such as derivative suits and internal governance disputes. It does not explicitly state it prevents shareholders from initiating other types of lawsuits, but the designated Delaware forums would be the exclusive venue for the listed claim types.