Proposed Amendments to the DGCL to Limit Applicability Of the Delaware Supreme Court’s Holding in ‘ATP Tour’
June 18, 2014
In ATP Tour, Inc. v. DeutscherTennis Bund, the Delaware SupremeCourt, responding to fourcertified questions of law from theU.S. District Court of the District ofDelaware, held that a fee-shiftingprovision of a Delaware nonstockcorporation’s bylaws applicable tointra-corporate disputes could bevalid and enforceable (29 CCW 161,5/21/14). Although the Court emphasizedthat it was only addressingwhether the nonstock corporation’sbylaw was facially valid—and wasexpressly not addressing whetherthe bylaw or any application of itwould be valid under a specified setof circumstances—the opinion resultedin a discussion among corporatelaw practitioners as to whetherstock companies should consideradopting fee-shifting bylaws.