In a new filing with the Securities and Exchange Commission today, Yum said it made an important amendment to its corporate bylaws that now requires disputes between shareholders and the company be handled in North Carolina’s court system.

Why that state? Because, even though Yum is headquartered in Louisville — and the top brass works part of the time in suburban Dallas — the company itself is incorporated in North Carolina, where the fast food giant’s principal office is in Raleigh. (Of course, that office might be little more than a mailbox drop.) Adding a little confusion, the specific court is actually 167 miles away, in Mecklenburg County’s Charlotte.

The SEC filing doesn’t say what prompted the company to choose the N.C. court system. But it follows a high-profile dispute between dissident stockholder Keith Meister of Corvex Management that ended last fall when he was given a seat on the board of directors. Corvex had built up a 5% stake to press the company into spinning off its flagging China Division, a step it’s planning to complete by Oct. 31.

Yum’s 12-member board of directors approved the bylaw change last Friday, according to today’s SEC 8-K filing. It’s a new Section 9 of Article 8 called “Forum for Adjudication of Certain Disputes.” Here’s the full text: Continue reading “Yum investors must now go to Charlotte, N.C., to settle disputes with the company. (Take note: Keith Meister)” →