Magellan Health, Inc.
Extract: Bylaws Amendment (Plain English Desc) from a 8-K on 01/04/2021   Download
SEC Document
SEC Filing

On and effective as of January 3, 2021, the board of directors of the Company approved an amendment to the Company’s bylaws (the “Bylaws”) to implement an exclusive forum provision (the “Bylaw Amendment”).

 

The Bylaw Amendment provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Court of Chancery”) shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder 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 the State of Delaware (the “DGCL”), the Company’s certificate of incorporation or the Bylaws (as each may be amended and in effect from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery, or (d) any action asserting a claim governed by the internal affairs doctrine; except for, as to each of (a) through (d) above, any action as to which the Court of Chancery determines that there is an indispensable party not subject to the personal jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten (10) days following such determination), in which case, the United States District Court for the District of Delaware or other state courts of the State of Delaware, as applicable, shall, to the fullest extent permitted by law, be the sole and exclusive forum for any such claims.

 

Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any action asserting a claim arising under the Securities Act of 1933, and the rules and regulations promulgated thereunder (in each case, as amended).