0001628280-26-024583
SEC filingC4 Therapeutics, Inc. amended its by-laws effective April 9, 2026, to designate the U.S. District Courts for the District of Massachusetts and the District of Delaware as the exclusive federal forums for Securities Act and Exchange Act claims, and the Delaware Court of Chancery as the exclusive forum for internal corporate governance disputes.
This by-laws amendment introduces mandatory forum selection clauses that directly affect where shareholders may file certain types of claims against the Company. For federal securities law claims — including those under the Securities Act of 1933 and the Exchange Act — plaintiffs must now bring actions exclusively in either the U.S. District Court for the District of Massachusetts or the U.S. District Court for the District of Delaware, absent written consent from the Company to an alternative forum. This limits investor flexibility in venue selection and may influence litigation strategy, cost, and timing. Separately, the amendment reinforces the Delaware Court of Chancery’s jurisdiction over core corporate governance matters — such as derivative suits, fiduciary duty breaches, and DGCL interpretation — which is consistent with longstanding Delaware precedent and enhances predictability for directors and officers. The Board explicitly cited recent amendments to the Delaware General Corporation Law as the catalyst, indicating a proactive, compliance-driven update rather than a reaction to pending litigation. While not altering the Company’s financial position, operations, or capital structure, the change carries legal and governance implications for shareholders, particularly in assessing litigation risk and enforcement rights.