01—Abstract
Summary
Summary of the 8-K filed February 6, 2026. Cited figures are marked; the original filing is the authoritative source.
Texas Instruments Incorporated (TXN) announced an amendment to its By-Laws on February 3, 2026, approved by its Board of Directors.
This amendment introduces a forum selection provision. The primary purpose is to designate specific courts as the exclusive venue for various types of legal disputes, aiming to streamline and centralize litigation related to the Company's corporate affairs and securities. For investors, this means that most state corporate law claims and shareholder derivative suits will now be exclusively heard in the Delaware Court of Chancery or the U.S. District Court for the District of Delaware.
Furthermore, any claims arising under the Securities Act of 1933 will be exclusively handled by the federal district courts of the United States. While this move is intended to reduce litigation costs and unpredictability, investors should be aware of the potential impact on their ability to pursue legal remedies in their preferred jurisdictions.
02—Key points
Key Highlights
- Texas Instruments amended its By-Laws to implement a forum selection provision.
- The provision designates the Delaware Court of Chancery or U.S. District Court for the District of Delaware as the exclusive forum for certain state corporate law and shareholder derivative claims.
- Federal district courts of the United States are designated as the exclusive forum for claims arising under the Securities Act of 1933.
- The amendments were approved by the Board of Directors on February 3, 2026.
- This change aims to centralize and potentially reduce litigation costs and complexity for the Company.
- The full text of the amended By-Laws is attached as Exhibit 3.1 to the filing.
03—Questions
Frequently Asked Questions
What is a forum selection provision and why is Texas Instruments implementing it?
A forum selection provision is an agreement within a company's governing documents that specifies the exclusive venue for resolving certain legal disputes. Texas Instruments is implementing this to centralize litigation related to its corporate and securities matters in designated courts, aiming to reduce legal costs, ensure consistency in rulings, and potentially deter forum-shopping by plaintiffs.
How does this affect my ability to sue Texas Instruments?
This amendment restricts where you can file certain types of lawsuits. If you have a claim concerning Texas Instruments' corporate law or are a shareholder bringing a derivative suit, you will generally need to file in Delaware. Claims related to the Securities Act of 1933 must be filed in a U.S. federal district court. This limits your choice of jurisdiction compared to before the amendment.
Are there any potential downsides for investors?
While the provision aims to streamline legal processes for the company, some investors might view it as a hurdle. It could increase the cost and complexity for an individual investor to pursue a claim, especially if they are located far from Delaware or a federal district court. It may also be perceived as an attempt to make litigation more difficult for shareholders.
What types of claims are covered by this new provision?
The provision covers certain state corporate law claims, shareholder derivative claims (which will be heard in Delaware), and any complaint asserting a cause of action arising under the Securities Act of 1933 or its rules (which will be heard in federal district courts).
04—Continue