C4 narrows lawsuit forum

C4 Therapeutics changed one sentence in its bylaws on April 9, 2026, and that sentence tells shareholders exactly where they have to sue if they bring federal securities claims: federal court in Massachusetts or federal court in Delaware, unless the company agrees to somewhere else. (sec.gov) That is not a change to what investors are allowed to claim under the Securities Act of 1933 or the Securities Exchange Act of 1934. It is a change to venue, which is the legal equivalent of saying the game stays the same but the stadium is now fixed in advance. (sec.gov) The new bylaw is very specific about the split. Delaware’s Court of Chancery keeps exclusive control over derivative suits, fiduciary-duty claims, Delaware corporate-law claims, and other “internal affairs” disputes, while federal securities claims go to the United States District Court for the District of Massachusetts or the United States District Court for the District of Delaware. (sec.gov) C4 Therapeutics is a Delaware-incorporated company with headquarters at 490 Arsenal Way in Watertown, Massachusetts, so the two courts it picked are the state where it is legally born and the state where it actually operates. Its common stock trades on the Nasdaq Global Select Market under the symbol CCCC. (sec.gov, c4therapeutics.com) Companies adopt clauses like this to avoid “multi-forum litigation,” which is when the same basic shareholder fight pops up in several courts at once and everyone spends money arguing about where the case belongs before arguing about the case itself. Delaware lawyers have been writing about these provisions for years because they can cut duplication and make outcomes more predictable. (skadden.com, morrisnichols.com) There is also a legal reason companies now spell this out more carefully. Delaware courts approved exclusive-forum bylaws for internal corporate disputes in the 2013 Boilermakers case, and the Delaware Supreme Court approved federal-forum provisions for Securities Act claims in Salzberg v. Sciabacucchi in 2020. (morrisnichols.com, skadden.com) The messier part has been Exchange Act claims, especially derivative ones. The Seventh Circuit said in Seafarers Pension Plan v. Bradway that a Delaware forum clause could not block an Exchange Act derivative suit from federal court, while the Ninth Circuit said in Lee v. Fisher that a forum clause could be enforced and the federal claim could be dismissed. (skadden.com, morrisnichols.com) C4’s amendment looks like a practical answer to that split. Instead of sending Exchange Act fights into a Delaware state court that cannot hear them, the bylaw now points those claims to two federal courts that can hear them, which lowers the risk that the clause itself becomes the first battle. (sec.gov, skadden.com) For shareholders, the practical effect is narrower than it sounds. An investor who wants to sue under federal securities law still has the same federal statutes, the same disclosure rules, and the same basic remedies, but loses the option to shop for another federal district unless C4 signs off in writing. (sec.gov, skadden.com) For C4, this is a housekeeping move with real consequences if litigation ever arrives. It concentrates any future federal securities case in Boston or Delaware, where the company’s documents, executives, and corporate-law counsel are already closest at hand. (sec.gov, sec.gov, c4therapeutics.com)