8-K: Calamos Strategic Total Return Fund Amends By-Laws Regarding Dispute Adjudication

Calamos Strategic Total Return Fund has amended its by-laws to specify the Court of Chancery of the State of Delaware as the exclusive forum for certain legal disputes.

Summary

• Calamos Strategic Total Return Fund has amended its by-laws effective May 14, 2024.
• The amendment specifies that the Court of Chancery of the State of Delaware will be the exclusive forum for certain legal disputes.
• These disputes include derivative actions, breach of fiduciary duty claims, and actions arising under the Delaware Statutory Trust Act, the 1940 Act, the Declaration of Trust, or the By-Laws.
• Shareholders are deemed to have consented to this forum selection and waived any right to a jury trial in these cases.
• Shareholders who file a lawsuit in another jurisdiction without the Trust's consent may be required to reimburse the Trust for legal expenses.

Sentiment

Score: 7

Explanation: The document reflects a routine corporate governance update. While it may have implications for shareholders, it is a standard practice and does not indicate any significant positive or negative sentiment.

Risks

• Shareholders may face increased costs if they initiate legal action outside of the designated forum without the Trust's consent.
• The exclusive forum provision may limit shareholders' options for pursuing legal claims.

Industry Context

Forum selection clauses are increasingly common in corporate by-laws to manage litigation costs and ensure consistency in legal proceedings. This amendment aligns with a trend of companies seeking to control where they are sued.

Comparison to Industry Standards

• Many publicly traded companies, particularly those incorporated in Delaware, include forum selection clauses in their by-laws.
• The choice of the Delaware Court of Chancery is standard practice due to its expertise in corporate law.
• Companies like Apple, Google, and many others have similar provisions to manage litigation risks and costs.

Corporate Governance

Stakeholder Impact

• Shareholders may be impacted by the forum selection clause, potentially limiting their options for pursuing legal claims and increasing their costs if they file outside the designated forum.
• The amendment may reduce the Trust's legal costs by consolidating litigation in a single jurisdiction.

Key Dates

Keywords

By-Laws, Forum Selection, Delaware Court of Chancery, Legal Disputes, Shareholder Rights, Calamos Strategic Total Return Fund, Amendment