Summary
Fortinet, Inc. (FTNT) filed an 8-K on April 20, 2014, to disclose amendments to its Amended and Restated Bylaws, effective April 18, 2014. The most significant change is the addition of a forum selection provision. This provision designates Delaware state or federal courts as the exclusive venue for a range of corporate legal actions, including derivative suits, breach of fiduciary duty claims, and actions related to the Company's Certificate of Incorporation or Bylaws, unless the Company consents otherwise.
Key Highlights
- 1Fortinet amended its Bylaws effective April 18, 2014.
- 2A new forum selection provision was added to the Bylaws (Article IX).
- 3The provision designates Delaware state or federal courts as the exclusive forum for specified legal actions.
- 4These actions include derivative suits, breach of fiduciary duty claims, and claims arising under Delaware law or the Company's governing documents.
- 5The exclusive forum applies unless Fortinet consents in writing to an alternate forum.
- 6The amended Bylaws are filed as an exhibit to the 8-K.
Frequently Asked Questions
The main purpose of the amendment is to establish a mandatory forum selection for legal proceedings related to the Company, aiming to streamline litigation and ensure consistency by requiring most such actions to be filed in Delaware courts.
Shareholders may find it more inconvenient and potentially costly to litigate claims against Fortinet or its directors/officers, as they will generally be required to do so in Delaware, regardless of where they are located.
Yes, the Company can consent in writing to an alternate forum, which would override the designated exclusive forum in Delaware for a specific case.
This amendment establishes a general rule for future actions. It is unlikely to retroactively apply to or impact any litigation that was already in progress before the effective date of April 18, 2014.