8-K: Calamos Long/Short Equity & Dynamic Income Trust Amends Trust Agreement and By-Laws

Calamos Long/Short Equity & Dynamic Income Trust has amended its trust agreement and by-laws to specify the forum for dispute adjudication.

Summary

• Calamos Long/Short Equity & Dynamic Income Trust has amended its Fifth Amended and Restated Agreement and Declaration of Trust and its By-Laws.
• The amendments, effective May 14, 2024, relate to the forum for adjudicating disputes.
• The changes specify that the Court of Chancery of the State of Delaware will be the primary forum for certain legal actions related to the trust.
• Shareholders are deemed to have consented to these forum provisions and waived certain rights, including the right to a jury trial in covered actions.

Sentiment

Score: 7

Explanation: The document reflects a routine corporate governance update, which is generally neutral to positive. The changes are not unexpected and provide clarity.

Positives

• The amendments provide clarity and certainty regarding the jurisdiction for legal disputes.
• The amendments may reduce the risk of costly and time-consuming litigation in multiple jurisdictions.

Negatives

• Shareholders are deemed to have waived certain rights, including the right to a jury trial in covered actions.
• Shareholders may find it less convenient to litigate in Delaware.

Risks

• The amendments could potentially limit shareholders' ability to bring certain types of legal actions in their preferred jurisdiction.
• The forum selection clause could be challenged in the future.

Industry Context

Forum selection clauses are common in corporate governance documents to provide clarity and reduce the risk of multi-jurisdictional litigation. This amendment aligns with standard practices in the industry.

Comparison to Industry Standards

• Many publicly traded companies and trusts incorporate forum selection clauses in their governing documents.
• The selection of the Delaware Court of Chancery is a common choice due to its expertise in corporate law.
• Companies such as BlackRock and Vanguard also use similar forum selection clauses in their trust agreements.
• This amendment is consistent with industry best practices for managing legal risks.

Corporate Governance

Stakeholder Impact

• Shareholders are impacted by the forum selection clause, which limits their options for legal action.
• The trust benefits from reduced risk of multi-jurisdictional litigation.

Key Dates

Keywords

forum selection, Delaware Court of Chancery, trust agreement, by-laws, dispute adjudication, legal proceedings, shareholder rights