Another Suit from Stockholders is looming So HSP tries to cover on SEC side
Hr Guy
Effective October 1, 2014, Hospira's Board of Directors amended Hospira's Amended and Restated Bylaws to add a forum selection provision as new Article XIV. Article XIV provides that, unless Hospira consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action brought on behalf of the Company, (ii) any action asserting a claim of a breach of fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim against the Company or any of its directors, officers or other employees arising pursuant to any provision of the Delaware General Corporation Law, Hospira's Restated Certificate of Incorporation or Hospira's Amended and Restated Bylaws (in each case, as amended from time to time), or (iv) any action asserting a claim against the Company or any of its directors, officers or other employees governed by the internal affairs doctrine of the State of Delaware, in all cases subject to the court's having personal jurisdiction over all indispensable parties named as defendants; provided that Article XIV shall not apply with respect to any litigation that has been filed as of October 1, 2014 or that pertains to the subject matter of any such litigation. A copy of Hospira's Amended and Restated Bylaws, as in effect on October 1, 2014, is filed as Exhibit 3.1 to this Current Report. Reference is made to Article XIV, Forum Selection, contained therein, for the text of the provision added by the recent amendment
This Current Report may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including projections of certain measures of Hospira's results of operations; projections of certain charges, expenses, and cash flow; and other statements regarding Hospira's goals, plans and strategy. Hospira cautions that these forward-looking statements are subject to risks and uncertainties, including adequate and sustained progress on Hospira's quality initiatives, continuous improvement activities, and device strategy that may cause actual results to differ materially from those indicated in the forward-looking statements. Economic, competitive, governmental, regulatory, legal, intellectual property, product development, technological, supply, quality, and other factors that may affect Hospira's operations and may cause actual results to be materially different from expectations include the risks, uncertainties and factors discussed under the headings "Forward-Looking Statements," "Risk Factors," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Hospira's latest Annual Report on Form 10-K, and as updated by Hospira's Reports on Form 10-Q, filed with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Current Report. Hospira undertakes no obligation to release publicly any revisions to forward-looking statements as the result of subsequent events or developments.
Hr Guy