What is the main change introduced by this 8-K filing?

The main change is the amendment of the company's By-Laws to establish a "forum selection clause." This clause designates Delaware as the exclusive venue for certain legal actions, such as derivative lawsuits and claims related to fiduciary duties or Delaware corporate law.

Why did Harris Corporation implement this exclusive forum provision?

The company's Board of Directors believes this provision will benefit shareholders by ensuring that legal actions concerning corporate governance and internal affairs are handled in Delaware, where the company is incorporated. This is expected to reduce litigation costs, avoid uncertainty from multi-jurisdictional lawsuits, and lead to more predictable and efficient legal outcomes.

Does this amendment prevent shareholders from suing the company or its management?

No, this amendment does not prevent any type of legal action. Instead, it directs specific types of legal actions (primarily those related to corporate governance and Delaware law) to a particular court system (Delaware state or federal courts) that is experienced with such matters. The company can still consent to an alternative forum if it deems it appropriate.

How does this affect my rights as a shareholder?

As a shareholder, this amendment means that if you need to bring certain types of lawsuits against the company or its directors/officers (e.g., derivative actions, breach of fiduciary duty claims), you will likely need to file them in a Delaware court. This is intended to streamline the legal process for these specific types of disputes and ensure consistency in legal interpretations.

LHX 8-K: Corporate Changes

Summary

This 8-K filing from L3Harris Technologies, Inc. (formerly Harris Corporation) reports an amendment to its By-Laws, effective December 5, 2014. The primary change is the addition of a new Article XII, establishing Delaware as the exclusive forum for specific types of legal actions, including derivative suits, breaches of fiduciary duty claims, and actions related to Delaware corporate law or the company's governing documents. This move aims to consolidate litigation in a jurisdiction with established precedent, thereby reducing legal uncertainty, expense, and potential multi-jurisdictional conflicts. The Board believes this will lead to more predictable outcomes and conserve company resources, while maintaining the flexibility to consent to alternative forums if deemed appropriate. While this amendment is procedural and does not alter the company's business operations or financial performance, it is a significant corporate governance update. Investors should be aware that certain shareholder-related legal disputes will now be directed to Delaware courts. This is intended to streamline legal processes concerning corporate governance matters and protect shareholder interests by ensuring consistent application of Delaware law, under which the company is incorporated. The amendment is a proactive measure to manage potential litigation risks efficiently.

Key Highlights

1Harris Corporation amended its By-Laws, effective December 5, 2014.
2A new Article XII was added, designating Delaware as the exclusive forum for certain legal actions.
3Covered actions include derivative suits, breach of fiduciary duty claims, and those governed by Delaware law or company charter/by-laws.
4The company retains the option to consent to alternative forums.
5The primary objective is to reduce litigation risk, uncertainty, and expense by centralizing legal matters in Delaware.
6This change is expected to lead to more predictable legal outcomes and conserve company resources.
7The amendment aims to ensure that corporate governance and internal affairs litigation are handled by courts experienced with Delaware law.

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Bylaw Amendment (Dec 8, 2014)

Summary

Key Highlights

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