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E TRADE FINANCIAL CORP FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year

July 1, 2014



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 24, 2014, the Board of Directors of E*TRADE Financial Corporation (the "Company") approved the Amended and Restated Bylaws, effective June 25, 2014. Among the changes to the Bylaws, the Board of Directors added Section 6.05.

Section 6.05 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") will be the sole and exclusive forum for any stockholder to bring (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 director, officer or other employee of the Company to the Company or its stockholders, (iii) any action asserting a claim against the Company, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or the Company's Certificate of Incorporation or bylaws, or (iv) any action asserting a claim against the Company, its directors, officers or employees governed by the internal affairs doctrine; except as to each of (i) through (iv) above, for any claim as to which the Court of Chancery determines that there is an indispensable party not subject to its jurisdiction (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days of such determination), which is vested in the exclusive jurisdiction of a court or forum, or for which the Court of Chancery does not have subject matter jurisdiction. If any provision of Section 6.05 is held to be illegal, invalid or unenforceable as applied to any person or entity or circumstance for any reason, then, to the fullest extent permitted by law, the remaining provisions of Section 6.05 and the application of such provision to other persons or entities and circumstances will not be affected or impaired thereby.

The foregoing is a summary of the substantive changes made to the Amended and Restated Bylaws. Please refer to the Amended and Restated Bylaws filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated herein by reference, for the complete amendments.

Exhibit No. Description 3.1 Amended and Restated Bylaws, effective June 25, 2014



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Source: Edgar Glimpses


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