01—Abstract
Summary
Summary of the 8-K filed January 22, 2019. Cited figures are marked; the original filing is the authoritative source.
Moderna, Inc. (MRNA) filed an 8-K on January 22, 2019, to address a Delaware Court of Chancery decision regarding exclusive forum selection clauses for Securities Act claims.
The court ruled that such provisions requiring claims to be brought in federal court are invalid under Delaware law. While Moderna has a "Federal Forum Provision" in its bylaws designating the U.S. District Court for the District of Massachusetts as the exclusive venue for Securities Act claims, the company is temporarily suspending enforcement of this provision in light of the ruling.
02—Key points
Key Highlights
- Moderna's bylaws previously designated the U.S. District Court for the District of Massachusetts as the exclusive forum for Securities Act claims.
- A Delaware Court of Chancery ruling declared such exclusive federal forum provisions invalid under Delaware law.
- Moderna will not enforce its Federal Forum Provision unless the Delaware Supreme Court reverses the lower court's decision.
- If the Delaware Supreme Court upholds the ruling, Moderna's Board intends to promptly amend its bylaws to remove the Federal Forum Provision.
- This filing is a procedural update in response to a significant legal development impacting corporate governance and litigation venue for Delaware-incorporated companies.
03—Questions
Frequently Asked Questions
What is the "Federal Forum Provision" mentioned in the filing?
The "Federal Forum Provision" is a clause in Moderna's bylaws (Article VI, Section 8) that previously required any lawsuits asserting claims under the Securities Act of 1933 to be brought exclusively in the U.S. District Court for the District of Massachusetts, unless Moderna consented to an alternative forum.
What was the Delaware Court of Chancery's decision in the _Sciabacucchi_ case?
The court ruled that provisions in the certificates of incorporation of Delaware companies attempting to mandate that Securities Act claims must be filed in federal court are ineffective and invalid under Delaware law.
How does this court decision affect Moderna's current litigation strategy?
Moderna is temporarily suspending the enforcement of its Federal Forum Provision. They will only enforce it if the Delaware Supreme Court overturns the Court of Chancery's decision. If the decision is upheld, Moderna plans to remove the provision from its bylaws.
Could this change impact where shareholders can file lawsuits against Moderna?
Potentially. If the Federal Forum Provision is ultimately removed or deemed invalid, shareholders may have more flexibility in choosing the venue for lawsuits filed under the Securities Act of 1933, rather than being restricted to the U.S. District Court for the District of Massachusetts.
04—Continue