Horizon Therapeutics Public Ltd Co: Memorandum and Articles of Association amended and restated effective as of the Effective Time of the acquisition.
“the Memorandum and Articles of Association of the Company were amended and restated”
Governance Changes
Charter, bylaw, and control-related changes under 8-K Items 5.03/5.05/5.06.
BURLINGTON NORTHERN SANTA FE, LLC: Amended the Amended and Restated Limited Liability Company Operating Agreement to reflect Berkshire Hathaway Inc. as the sole member after transfer of interests from National Indemnity Company (effective 2023-09-30).
“Effective September 30, 2023, National Indemnity Company (the “Sole Member”), a Nebraska corporation that is wholly owned by Berkshire Hathaway Inc. (“Berkshire”) and the sole member of Burlington Northern Santa Fe, LLC, a Delaware limited liability company (the “Company”), transferred its membership interests in the Company to Berkshire and resigned as a member of the Company (collectively, the “Transfer”).”
HAYNES INTERNATIONAL INC: Amended bylaws to allow uncertificated shares and make conforming changes (effective 2023-10-05).
“On October 5, 2023, the Board of Directors (the “Board”) of Haynes International, Inc. (the “Company”) adopted amendments to the Company’s Bylaws to (i) remove the provision stating that each stockholder is entitled to a certificate representing the common stock, (ii) permit the Board to provide by resolution that some or all of any class or series of stock of the Company shall be uncertificated shares and (iii) make other conforming changes to the provisions regarding lost, stolen and destroyed certificates and transfers of stock of the Company to reflect the authorization of uncertificated shares.”
CORNING INC /NY: Amended and restated By-Laws to clarify and enhance procedural mechanics and disclosure requirements for shareholder proposals and director nominations (effective 2023-10-04).
“On October 4, 2023, the Company’s Board of Directors approved and adopted amended and restated By-Laws (the “Amended and Restated Bylaws”), effective October 4, 2023, to clarify and enhance the procedural mechanics and disclosure requirements of the Company’s advance notice procedures for shareholder proposals and shareholder-nominated director candidates.”
CDT Equity Inc.: Company ceased to be a shell company as a result of the business combination.
“As a result of the Business Combination, the Company ceased to be a shell company.”
CDT Equity Inc.: Adopted a new code of conduct effective upon Closing Date.
“Effective upon the Closing Date, in connection with the completion of the Business Combination, the Board adopted a new code of conduct”
CDT Equity Inc.: Adopted amended and restated bylaws.
“the Company adopted amended restated bylaws pursuant to an Amended and Restated Bylaws (the “A&R Bylaws”)”
CDT Equity Inc.: Amended and restated certificate of incorporation in connection with business combination.
“In connection with the completion of the Business Combination, the Company amended and restated its certificate of incorporation, effective as of the Closing Date, pursuant to the Second A&R Certificate of Incorporation”
Envoy Medical, Inc.: Company ceased being a shell company as a result of the Business Combination (effective 2023-09-29).
“As a result of the Business Combination, the Company ceased being a shell company.”
Envoy Medical, Inc.: Adopted amended and restated bylaws effective September 29, 2023 (effective 2023-09-29).
“On the Closing Date, in connection with the consummation of the Business Combination, the Company adopted the Second Amended and Restated Certificate of Incorporation (as amended and restated, the “ Charter ”) and amended and restated bylaws (as amended and restated, the “ Bylaws ”).”
Envoy Medical, Inc.: Adopted Second Amended and Restated Certificate of Incorporation effective September 29, 2023, including amendments proposed by Charter Proposals (effective 2023-09-29).
“On the Closing Date, in connection with the consummation of the Business Combination, the Company adopted the Second Amended and Restated Certificate of Incorporation (as amended and restated, the “ Charter ”) and amended and restated bylaws (as amended and restated, the “ Bylaws ”).”
NKGen Biotech, Inc.: Graf ceased to be a shell company as a result of the Business Combination on September 29, 2023 (effective 2023-09-29).
“On September 29, 2023, as a result of the Business Combination, Graf ceased to be a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the Closing.”
NKGen Biotech, Inc.: Approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors (effective 2023-09-29).
“on September 29, 2023, the New NKGen Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.”
NKGen Biotech, Inc.: Adopted Amended and Restated Bylaws effective September 29, 2023, replacing prior bylaws (effective 2023-09-29).
“On September 29, 2023, the New NKGen Board adopted the Bylaws, which became effective on that date.”
NKGen Biotech, Inc.: Filed Certificate of Incorporation with amendments from Charter Proposal, effective September 29, 2023, replacing Graf's prior certificate (effective 2023-09-29).
“The Certificate of Incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on September 29, 2023, includes the amendments proposed by the Charter Proposal.”
Estrella Immunopharma, Inc.: Upon the Closing, New Estrella ceased to be a shell company.
“Upon the Closing, New Estrella ceased to be a shell company.”
Estrella Immunopharma, Inc.: Board of directors approved and adopted a new Code of Ethics applicable to directors, officers and employees in connection with the Closing (effective 2023-09-29).
“In connection with the Closing, the board of directors of New Estrella approved and adopted a new Code of Ethics applicable to directors, officers and employees.”
Estrella Immunopharma, Inc.: New amended and restated bylaws (New Bylaws) approved and adopted by board of directors, effective as of the Effective Time (September 29, 2023) (effective 2023-09-29).
“On September 29, 2023, the board of directors of New Estrella approved and adopted the New Bylaws, which became effective as of the Effective Time.”
Estrella Immunopharma, Inc.: Amended and restated certificate of incorporation (New Charter) approved at special meeting and effective upon filing with Secretary of State of Delaware on September 29, 2023 (effective 2023-09-29).
“The New Charter, which became effective upon filing with the Secretary of State of the State of Delaware on September 29, 2023, includes the amendments proposed by the Charter Proposal and approved at the Special Meeting.”
Nexentis Technologies Inc.: Amendment to Certificate of Incorporation to effect a 1-for-7 reverse stock split to regain Nasdaq compliance (effective 2023-10-05).
“On October 4, 2023, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware, to effect the Reverse Stock Split. The Certificate of Amendment became effective on October 5, 2023, at 9 a.m. Eastern Daylight time (the “Effective Time”).”
Jaguar Health, Inc.: Filed Certificate of Designation for Series I Convertible Preferred Stock, effective September 29, 2023 (effective 2023-09-29).
“the Company agreed to issue shares of Series I Preferred Stock to Uptown. The preferences, rights, limitations and other matters relating to the Series I Preferred Stock are set forth in the Certificate of Designation.”
PANACEA LIFE SCIENCES HOLDINGS, INC.: Filed Certificate of Designation establishing Series N-7 Preferred Stock with specified rights and preferences (effective 2023-10-05).
“On October 5, 2023, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada (the “Certificate of Designation”), which established 78,530 shares of the Series N-7 Preferred Stock, par value $0.001 per share, having such designations, rights and preferences as set forth in the Certificate of Designation, as determined by the Company’s Board of Directors in its sole discretion, in accordance with the Company’s Certificate of Incorporation and Bylaws.”
Venus Concept Inc.: Filed Certificate of Designations creating Series X Preferred Stock (effective 2023-10-04).
“On October 4, 2023, the Company filed a Certificate of Designations with respect to the Series X Preferred Stock (the “ Certificate of Designations ”) with the Secretary of State of the State of Delaware, thereby creating the Series X Preferred Stock.”
Elevance Health, Inc.: Amended bylaws to update procedural and informational requirements for director nominations in response to SEC universal proxy rules (effective 2023-10-04).
“On October 4, 2023, the Board of Directors (the “Board”) of Elevance Health, Inc. (the “Company”) approved the amendment of the Company’s Bylaws (as so amended, the “Bylaws”) to, among other things, update procedural and informational requirements applicable to director nominations submitted by shareholders in light of the Securities and Exchange Commission’s adoption of “universal proxy” rules as set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).”
METLIFE INC: Amended and Restated By-Laws to update procedural mechanics for stockholder meetings, nominations, and proposals; clarify board powers; and make other updates (effective 2023-10-03).
“On October 3, 2023, in connection with the new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of the by-laws of MetLife, Inc. (the “Company”), the Company’s board of directors (the “Board”) unanimously adopted Amended and Restated By-Laws of the Company (as so amended and restated, the “Amended and Restated By-Laws”), effective immediately.”
MSC INDUSTRIAL DIRECT CO INC: Amended and restated bylaws to implement conforming changes, including advance notice requirements, exclusive forum provisions, and other updates (effective 2023-10-04).
“At the Effective Time, the board of directors of the Company (the "Board") also amended and restated the Company’s By-Laws (the “ Amended and Restated By-Laws ”) to implement certain conforming changes in connection with the Restated Certificate of Incorporation and certain other changes to update the Amended and Restated By-Laws, including, among other things:”
MSC INDUSTRIAL DIRECT CO INC: Filed restated certificate of incorporation implementing reclassification (effective 2023-10-04).
“On October 4, 2023, the Company filed the Restated Certificate of Incorporation with the Secretary of the State of the State of New York, giving effect to the Reclassification, effective as of the Effective Time.”
INTELLIGENT BIO SOLUTIONS INC.: Filed Certificate of Designation for Series E Convertible Preferred Stock, designating 5,728,723 shares of Series E Preferred Stock, with no voting rights, convertible into common stock, and no dividends unless declared by the board (effective 2023-10-03).
“In connection with the Public Offering, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of the Series E Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware on October 3, 2023.”
Immunome Inc.: Authorized Share Amendment to increase the number of authorized shares of Immunome common stock from 200,000,000 to 300,000,000 (effective 2023-10-02).
“On October 2, 2023, in connection with the transactions contemplated by the Merger Agreement and following the Special Meeting, Immunome filed certificates of amendment to its Amended and Restated Certificate of Incorporation (the "Immunome Charter") (i) allowing for the exculpation of executive officers for certain breaches of fiduciary duty (the "Officer Exculpation Amendment") and (ii) increasing the number of authorized shares of Immunome common stock from 200,000,000 to 300,000,000 (the "Authorized Share Amendment").”
Immunome Inc.: Officer Exculpation Amendment to Immunome's amended and restated certificate of incorporation allowing exculpation of executive officers for certain breaches of fiduciary duty (effective 2023-10-02).
“On October 2, 2023, in connection with the transactions contemplated by the Merger Agreement and following the Special Meeting, Immunome filed certificates of amendment to its Amended and Restated Certificate of Incorporation (the "Immunome Charter") (i) allowing for the exculpation of executive officers for certain breaches of fiduciary duty (the "Officer Exculpation Amendment") and (ii) increasing the number of authorized shares of Immunome common stock from 200,000,000 to 300,000,000 (the "Authorized Share Amendment").”
APARTMENT INVESTMENT & MANAGEMENT CO: Lowered threshold for stockholder removal of directors to simple majority, eliminated cause requirement, enabled stockholder filling of vacancies, and reduced amendment vote to simple majority (effective 2023-10-03).
“lower the threshold for stockholders to remove directors to a simple majority of shares outstanding, eliminate the requirement that such removal be for "cause," and enable stockholders to fill vacancies on the Board of Directors created by stockholder action, and (ii) reduce to a simple majority the stockholder vote required to amend the Company’s Charter and Amended and Restated Bylaws”
Atlas Energy Solutions Inc.: Amended and restated bylaws in connection with the reorganization and name change (effective 2023-10-02).
“On October 2, 2023, in connection with the Reorganization, the Company (a) amended and restated its amended and restated certificate of incorporation and its amended and restated bylaws to reflect the changes contemplated by the Master Reorganization Agreement and described in the Information Statement/Prospectus and (b) changed the corporate name of the Company from “Atlas Energy Solutions Inc.” to “AESI Holdings Inc.””
Atlas Energy Solutions Inc.: Amended and restated certificate of incorporation in connection with a reorganization and name change from Atlas Energy Solutions Inc. to AESI Holdings Inc (effective 2023-10-02).
“On October 2, 2023, in connection with the Reorganization, the Company (a) amended and restated its amended and restated certificate of incorporation and its amended and restated bylaws to reflect the changes contemplated by the Master Reorganization Agreement and described in the Information Statement/Prospectus and (b) changed the corporate name of the Company from “Atlas Energy Solutions Inc.” to “AESI Holdings Inc.””
Mag Mile Capital, Inc.: Company changed fiscal year end from July 31 to December 31 (effective 2023-10-02).
“On October 2, 2023, the Board of Directors of the registrant (“Mag Mile Capital” or the “Company”) adopted a resolution to change its fiscal year from July 31 to December 31”
Evolution Metals & Technologies Corp.: Stockholders approved an amendment to the Company's amended and restated certificate of incorporation to extend the business combination deadline from September 30, 2023 to June 30, 2024 (effective 2023-09-29).
“As approved by its stockholders at the special meeting, on September 29, 2023, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “Charter”) which became effective upon filing.”
Vacasa, Inc.: Effected a 1-for-20 reverse stock split of Class A, Class B, and Class G Common Stock via a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (effective 2023-10-02).
“On October 2, 2023, Vacasa, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect a 1-for-20 reverse stock split of the Company’s Class A Common Stock, Class B Common Stock and Class G Common Stock (the “Reverse Stock Split”), effective as of 11:59 p.m. Eastern Time on October 2, 2023 (the “Effective Date”).”
SEP Acquisition Corp.: Amendment to the Amended and Restated Certificate of Incorporation to remove the anti-dilution provision and adjust the conversion ratio of Class B Common Stock to Class A Common Stock from 1:1 to 1:0.277 (effective 2023-10-03).
“On October 3, 2023, the Sponsor, as the holder of a majority of the outstanding Class B Common Stock, approved the Class B Charter Amendment that removes the anti-dilution provision applicable to certain issuances of securities by the Company and adjusts the conversion ratio so that shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a 1:0.277 basis instead of a 1:1 basis, as described above. The Class B Charter Amendment was filed by the Company with the Secretary of State of the State of Delaware on October 3, 2023.”
FS Specialty Lending Fund: Amended and restated bylaws to reflect new company name (effective 2023-09-29).
“On September 29, 2023, the Company’s Second Amended and Restated Bylaws were amended and restated to reflect the new name of the Company.”
FS Specialty Lending Fund: Amended Third Amended and Restated Declaration of Trust to change company name and replace investment objectives (effective 2023-09-29).
“On September 29, 2023, the Company’s Third Amended and Restated Declaration of Trust was amended in order to reflect the change of the Company’s name from “FS Energy and Power Fund” to “FS Specialty Lending Fund” and to replace the Company’s prior investment objectives with the Company’s new investment objectives of generating current income and, to a lesser extent, long-term capital appreciation.”
Un Monde International Ltd.: Company ceased being a shell company after beginning active business operations in Q2 2023 and entering into a commercial lease agreement.
“Un Monde International Ltd. (the “Company”) began active business operation pursuant to its business plan which is to offer education and management services to private, distinguished, specialized, and internationalized education to international students in schools. The Company ceased being a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934 which defines a shell company as a company that has (A) no or nominal operations; and, (B) either, (1) no or nominal assets; (2) assets consisting solely of cash and cash equivalents; or, (3) assets consisting of any amount of cash and cash equivalents and nominal other assets.”
Lite Strategy, Inc.: Board approved Series A Certificate of Designation setting forth rights, powers, and preferences of Series A Preferred Shares (effective 2023-10-01).
“on October 1, 2023, the Board approved the Series A Certificate of Designation. The Series A Certificate of Designation sets forth the rights, powers, and preferences of the Series A Preferred Shares.”
TRUIST FINANCIAL CORP: Amended Bylaws to revise shareholder proposal procedures and remove expired merger-related provisions (effective 2023-09-27).
“On September 27, 2023, the Board of Truist approved and adopted, effective as of such date, amendments to Truist’s Amended and Restated Bylaws (as so amended, the “Bylaws”).”
ENBRIDGE INC: Created two new series of Preference Shares (Series 2023-C and Series 2023-D) via Articles of Amendment filed under the Canada Business Corporations Act (effective 2023-09-28).
“On September 28, 2023, Enbridge Inc. (the “Corporation”) filed Articles of Amendment with the Director under the Canada Business Corporations Act (the “CBCA”) amending its articles to create two new series of Preference Shares of the Corporation designated as Preference Shares, Series 2023-C (the “Series 2023-C Conversion Preference Shares”) and Preference Shares, Series 2023-D (the “Series 2023-D Conversion Preference Shares” and, together with the Series 2023-C Conversion Preference Shares, the “Conversion Preference Shares”), respectively.”
Tingo Group, Inc.: Amended and restated Bylaws (effective 2023-09-27).
“On September 27, 2023, the Registrant amended and restated its Bylaws.”
EBIX INC: Amendment to Section 3.02 of Amended and Restated Bylaws expanding the size of the Board from eight to ten members (effective 2023-09-29).
“On September 29, 2023, the Board approved an amendment to Section 3.02 of the Company’s Amended and Restated Bylaws. The amendment expands the size of the Board from eight to ten members and became effective on September 29, 2023.”
NORTHWESTERN CORP: Amended certificate of incorporation to add a provision required by DGCL Section 251(g) regarding stockholder approval requirements for certain acts or transactions involving the company (effective 2023-10-02).
“On October 2, 2023, 2023, the Amended and Restated Certificate of Incorporation of Old NWE (the “Old NWE Charter”) was amended pursuant to the Merger to add a provision, which is required by Section 251(g) of the DGCL, that provides that any act or transaction by or involving Old NWE, other than the election or removal of directors, that requires for its adoption under the DGCL or the Old NWE Charter the approval of the stockholders of Old NWE shall require the approval of the stockholders of New NWE by the same vote as is required by the DGCL and/or the Old NWE Charter.”
INTRUSION INC: Adopted amended and restated bylaws requiring a lead independent director when CEO and Chairman are the same individual (effective 2023-09-27).
“On September 27, 2023, in connection with the Settlement Agreement, the Board of Directors adopted amended and restated bylaws (“A&R Bylaws”).”
NEW YORK TIMES CO: Adopted amendments to the By-laws to specify universal proxy rules compliance, enhance nomination procedures, reserve white proxy cards for the Board, designate exclusive forum provisions, and make other conforming changes (effective 2023-09-28).
“On September 28, 2023, the Board of Directors (the “Board”) of The New York Times Company (the “Company”) approved and adopted amendments to the By-laws of the Company (the “Amended By-laws”) to: • Specify the requirements with which stockholders delivering notice of a director nomination pursuant to the “universal proxy rules” in Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must comply, including certifying that such stockholder has met the requirements of Rule 14a-19(a) under the Exchange Act and delivering reasonable evidence of such compliance upon request of the Company; • Enhance and clarify certain other procedural and informational notice requirements applicable to stockholders seeking to nominate directors or propose other business at meetings of stockholders; • Reserve white proxy cards for the exclusive use of the Board; • Designate (i) the New York Supreme Court (or, if such court does not have jurisdiction, the federal district co”
S&P Global Inc.: Amended By-Laws to clarify procedural and disclosure requirements for shareholder director nominations under Rule 14a-19 universal proxy rules (effective 2023-09-27).
“On September 27, 2023, the Board of Directors (the “Board”) of S&P Global Inc. (the “Company”) approved and adopted amendments (the “Amendments”) to the Company’s Amended and Restated By-Laws (the “By-Laws”), effective as of September 27, 2023, to clarify and implement certain procedural and disclosure requirements for Company shareholders proposing director nominations for consideration at the Company’s annual or special meetings of shareholders in connection with the “universal proxy” rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).”
WK Kellogg Co: Amended and Restated Bylaws effective on October 2, 2023 immediately prior to the Distribution (effective 2023-10-02).
“its Amended and Restated Bylaws became effective on October 2, 2023 immediately prior to the Distribution”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.