Minerva Neurosciences, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 10-Q on 11/04/2019   Download
SEC Document
SEC Filing

On November 1, 2019, the Board of Directors of the Company amended and restated the Amended and Restated Bylaws of the Company, as amended (the “Restated Bylaws”), effective as of November 1, 2019, to, among other things, update and align the Company’s bylaws with what the Company believes to be appropriate corporate governance standards. Specifically, the Restated Bylaws provide for the Court of Chancery of the State of Delaware to be the exclusive forum for (a) any derivative action brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law of Delaware, the certificate of incorporation or the bylaws of the Company, or (d) any action asserting a claim governed by the internal affairs doctrine.