CIM Commercial Trust Corporation
Extract: Bylaws Amendment (Plain English Desc) from a 8-K on 06/04/2021   Download
SEC Document
SEC Filing
On June 3, 2021, the board of directors of CIM Commercial Trust Corporation, a Maryland corporation (the “Company”), adopted an amendment to the Company’s bylaws (the “Amendment”) to add a forum selection provision for the adjudication of certain disputes. The Amendment provides that, unless the Company consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Northern Division, will be the sole and exclusive forum for (a) any Internal Corporate Claim, as such term is defined in the Maryland General Corporation Law (the “MGCL”), other than any action arising under federal securities laws, including, without limitation, (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a duty owed by any director or officer or other employee of the Company to the Company or the stockholders of the Company or (iii) any action asserting a claim against the Company or any director, officer or employee of the Company arising pursuant to any provision of the MGCL, the Company's Charter or the Bylaws, or (b) any action asserting a claim against the Company or any director or officer or employee of the Company that is governed by the internal affairs doctrine. In addition, the Amendment provides that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.