Molson Coors Beverage Company
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 01/02/2020   Download
SEC Document
SEC Filing

In connection with the Name Change, the Board also approved an amendment and restatement of the Company’s Third Amended and Restated Bylaws to (i) reflect the revised Company name via the substitution of “Molson Coors Beverage Company” for “Molson Coors Brewing Company”, (ii) add a forum selection provision as a new Section 8.13 and (iii) make certain other administrative amendments (as amended and restated, the “Restated Bylaws”).

 

Section 8.13.1 of the Restated Bylaws provides that, unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Company to the Company or the Company’s stockholders (including any claim alleging aiding and abetting of such breach of fiduciary duty), (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or the Restated Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, (iv) any action asserting a claim governed by the internal affairs doctrine or (v) any other action asserting claims, including claims in the right of the Company (a) that are based upon a violation of a duty by a current or former director or officer or stockholder in such capacity, or (b) as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware, shall, in each case, be brought solely and exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware).

 

In addition, Section 8.13.2 of the Restated Bylaws provides that, if any action the subject matter of which is within the scope of the forum selection provision is filed in a court other than in accordance with Section 8.13.1 of the Restated Bylaws (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the forum selection provision (an “FSC Enforcement Action”) and (ii) having service of process made upon such stockholder in any such FSC Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

 

The Restated Bylaws became effective on January 1, 2020.