Neurocrine Biosciences, Inc.
Extract: Bylaws Amendment (Plain English Desc) from a 8-K on 08/28/2020   Download
SEC Document
SEC Filing
On August 28, 2020, the board of directors (the “Board”) of Neurocrine Biosciences, Inc. (the “Company”) approved an amendment (the “Amendment”) to Article X of the Company’s Bylaws, as amended (the “Bylaws”), effective as of such date. The Amendment, which was approved by the Board at the recommendation of the Nominating/Corporate Governance Committee of the Board, modifies the existing forum selection provision in the Bylaws for the adjudication of certain disputes.
As modified by the Amendment, Article X of the Bylaws provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have subject matter jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom shall be the sole and exclusive forum for the following claims or causes of action under Delaware statutory or common law: (a) any derivative claim or cause of action brought on behalf of the Company; (b) any claim or cause of action for breach of a fiduciary duty owed by any current or former director, officer or other employee of the Company, to the Company or the Company’s stockholders; (c) any claim or cause of action against the Company or any current or former director, officer or other employee of the Company, arising out of or pursuant to any provision of the General Corporation Law of Delaware (the “DGCL”), the certificate of incorporation or the bylaws of the Company; (d) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of the certificate of incorporation or the bylaws of the Company (including any right, obligation, or remedy thereunder); (e) any claim or cause of action as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; and (f) any claim or cause of action against the Company or any current or former director, officer or other employee of the Company, governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. The Amendment also provides that the foregoing alternative forum provision shall not apply to claims or causes of action brought to enforce a duty or liability created by the Securities Act of 1933, as amended (the “1933 Act”), or the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction.
In addition, the Amendment provides that, unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the 1933 Act.