L Brands, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 06/19/2020   Download
SEC Document
SEC Filing
On June 18, 2020, the Board of Directors of L Brands, Inc. (the “Company”) amended the Company’s Amended and Restated Bylaws (the “Bylaws”) by adding a new Article X containing a forum selection provision (the “Amendment”). The Amendment provides that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or other employee or agent of the Company to the Company or to the Company’s stockholders, including a claim alleging aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim against the Company or any current or former director or officer or other employee or agent of the Company arising pursuant to any provision of the General Corporation Law of the State or Delaware (the “DGCL”) or the Company’s certificate of incorporation or Bylaws (as any of the foregoing may be amended from time to time), (iv) any action asserting a claim related to or involving the Company that is governed by the internal affairs doctrine or (v) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL will be a 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).

The Amendment does not deny substantive claims under Delaware law that stockholders are legally entitled to bring and is intended to help prevent duplicative, multi-forum litigation, which can cost the Company a significant amount of resources to defend and lead to inconsistent results.