8-KCorporate ChangesExhibits & Filings

MORGAN STANLEY 8-K Report, Bylaw Amendment (Dec 8, 2023)

Filed December 8, 2023For Securities:MSMS-PKMS-POMS-PQMS-PAMS-PFMS-PIMS-PLMS-PPMS-PEMSTLW

Summary

Morgan Stanley (MS) filed an 8-K on December 8, 2023, to report an amendment to its Amended and Restated Bylaws, effective December 7, 2023. The primary change establishes exclusive forum provisions for certain legal actions against the company. Specifically, the Court of Chancery of the State of Delaware (or federal courts in Delaware if the former lacks jurisdiction) will be the exclusive venue for internal corporate claims. Furthermore, the Bylaws now designate federal district courts of the United States as the exclusive forum for litigation involving claims under the Securities Act of 1933. These provisions aim to streamline and centralize potential litigation, providing greater certainty for both the company and its shareholders regarding where legal disputes will be resolved.

Key Highlights

  • 1Morgan Stanley amended its Bylaws to designate exclusive forums for legal proceedings.
  • 2The Court of Chancery of Delaware is now the exclusive forum for certain internal corporate actions.
  • 3Federal district courts in Delaware will serve as the exclusive forum if Delaware Chancery lacks jurisdiction over specific internal actions.
  • 4Federal district courts of the United States are now the exclusive forum for claims brought under the Securities Act of 1933.
  • 5These changes are effective as of December 7, 2023.
  • 6The amendment aims to provide a more predictable and centralized legal venue for disputes involving the company.
  • 7The full text of the amended Bylaws is filed as an exhibit to this 8-K.

Frequently Asked Questions

The main purpose of this filing is to inform investors about an amendment to Morgan Stanley's Bylaws that establishes exclusive forum selection for certain legal actions against the company. This means specific types of lawsuits must be filed in designated courts.

Lawsuits concerning the internal affairs of Morgan Stanley, such as disputes between the company and its directors or officers, will generally need to be filed in the Court of Chancery of the State of Delaware. If that court does not have subject matter jurisdiction, then the federal district court of the State of Delaware will be the exclusive forum.

Claims brought under the Securities Act of 1933, as amended, must now be filed in the federal district courts of the United States. This is intended to centralize these types of federal securities claims.

The amendments to the Bylaws were approved and adopted by the Board of Directors on December 7, 2023, and are effective as of that same date.