Summary
Honeywell International Inc. (HON) filed an 8-K on September 29, 2013, reporting an amendment to its corporate governance documents. Specifically, on September 27, 2013, the Board of Directors approved the addition of a new Article XII to the company's By-laws. This amendment designates Delaware state or federal courts as the exclusive forum for specific types of legal actions related to the corporation. This change is significant for investors as it aims to streamline and potentially centralize litigation concerning derivative actions, breach of fiduciary duties, and other claims governed by Delaware law. By establishing a single, preferred forum, Honeywell seeks to reduce the costs and complexities associated with multi-jurisdictional lawsuits and provide greater predictability in legal proceedings involving the company and its stakeholders.
Key Highlights
- 1Honeywell's Board of Directors adopted a new By-law amendment on September 27, 2013.
- 2The amendment establishes an exclusive forum selection clause for certain legal actions.
- 3The designated forum for these actions is a state or federal court located within the state of Delaware.
- 4Covered actions include derivative lawsuits brought on behalf of the corporation.
- 5Breach of fiduciary duty claims against directors, officers, or employees are also included.
- 6Claims arising under the Delaware General Corporation Law are subject to the exclusive forum.
- 7Actions governed by the internal affairs doctrine will also be handled in Delaware.