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ATP Tours

K&L Gates LLP

Delaware Chancery Court Confirms the Invalidity of Fee-Shifting Bylaws for Stock Corporations

K&L Gates LLP on

In Solak v. Sarowitz, C.A. No. 12299-CB (Del. Ch. Dec. 27, 2016), the Delaware Court of Chancery held that plaintiff stated a claim that a stock corporation’s fee-shifting bylaw was facially invalid under Section 109(b) of...more

Parker Poe Adams & Bernstein LLP

Recent DGCL Amendments of Note

The Delaware General Assembly recently amended Delaware’s corporate statutes in several respects of interest to public companies. Boards may delegate stock issuances to non-directors....more

Snell & Wilmer

Delaware Legislature Rejects Fee-Shifting Bylaws for Stock Corporations

Snell & Wilmer on

On June 24, Delaware’s Governor signed Senate Bill No. 75 into law and closed the door on the tantalizing prospect of fee shifting (“loser pays”) bylaws for Delaware stock corporations. The full text of the bill can be read...more

Allen Matkins

Will Delaware’s Fee-Shifting Bylaw Bill Be A Boon To Other States?

Allen Matkins on

Late last week, Senate Bill 75 was introduced in Delaware. This bill is in part a reaction to the Delaware Supreme Court’s holding in ATP Tour, Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014) upholding as facially...more

Katten Muchin Rosenman LLP

Delaware Proposal Banning Fee-Shifting and Permitting Exclusive Forum Provisions

Following the unexpected May 2014 decision of the Delaware Supreme Court in ATP Tour Inc. v. Deutscher Tennis Bund, 91 A.3d 554 (Del. 2014), upholding the validity of fee-shifting bylaws of a non-stock corporation, the...more

Morris James LLP

Delaware Prepares To Eliminate Fee-Shifting Bylaws And Charters

Morris James LLP on

The Delaware State Bar Association is submitting new legislation that will prohibit the use of fee-shifting bylaws or corporate charters for litigation involving “intracorporate” disputes. ...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Proposed DGCL Amendments to Address Fee Shifting, Forum Selection and Appraisal Proceedings"

On March 6, 2015, the Corporation Law Council of the Delaware State Bar Association announced proposed amendments to the Delaware General Corporation Law (DGCL) intended to address fee shifting, forum selection and appraisal...more

Proskauer - Corporate Defense and Disputes

Delaware Legislature to Resume Debate in January on Bylaws Imposing Liability on Shareholders

The ability of corporations to impose liability on shareholders through bylaws and charter provisions has been the subject of much debate recently. On May 8, 2014, the Supreme Court of Delaware held in ATP Tour, Inc. v....more

Cooley LLP

Blog: CII And Pension Funds Make Their Voices Loud And Clear Over Fee-Shifting Bylaws

Cooley LLP on

As noted in this Reuters post, the Council of Institutional Investors, along with a number of individual pension funds and other institutional investors, have chimed in on the debate currently roiling the Delaware bar over...more

Cooley LLP

Blog: A Little Inside Scoop In The ATP Fee-Shifting Bylaws Case

Cooley LLP on

Today, at the PLI Securities Regulation Institute, the Honorable Jack Jacobs, formerly a Justice of the Delaware Supreme Court, was asked to comment on ATP Tour, Inc. v. Deutscher Tennis Bund, the Delaware Supreme Court case...more

Parker Poe Adams & Bernstein LLP

Three New Weapons to Combat Shareholder Litigation

Over the past several years there has been an overwhelming abundance of class action shareholder litigation. A study by Cornerstone Research found that in 2013 alone, 94% of mergers and acquisitions worth over $100 million...more

Butler Snow LLP

One-sided “Shareholder Pays” Provisions Approved For Corporate Bylaws

Butler Snow LLP on

The “American Rule.” To the uninitiated, that name probably conjures up fuzzy feelings of independence. The hardy spirit of our forefathers. Bootstraps and grit. Rocky IV. But to American lawyers, it’s just a rule about...more

Pierce Atwood LLP

Amending Your Bylaws to Mitigate the Cost of Shareholder Litigation: Fee-shifting and forum selection provisions

Pierce Atwood LLP on

Shareholder litigation is on the rise, increasing the cost of doing business; and companies often face litigation on multiple fronts, further increasing litigation exposure. In 2013, 94 percent of M&A deals were challenged by...more

Allen Matkins

Some Questions Boards Might Want To Ask When Considering Fee-Shifting Bylaws

Allen Matkins on

1. Is a fee-shifting bylaw facially valid under applicable law? The Delaware Supreme Court has held that a fee-shifting bylaw adopted by a Delaware non-stock corporation is facially valid. ATP Tour, Inc. v. Deutscher...more

Allen Matkins

How Broad Was That Bylaw?

Allen Matkins on

In yesterday’s posting, I noted a recent Form 8-K filing that discloses the adoption of a fee-shifting bylaw. In ATP Tour, Inc. v. Deutscher Tennis Bund, 2014 Del. LEXIS 209 (Del. May 8, 2014), the Delaware Supreme Court...more

Katten Muchin Rosenman LLP

Delaware Fee-Shifting Legislation Delayed

In the face of opposition from business organizations, the Delaware legislature has deferred consideration, likely until the beginning of 2015, of proposed legislation (discussed in the Corporate and Financial Weekly Digest...more

Allen Matkins

Public Company Adopts Fee Shifting Bylaw

Allen Matkins on

The Delaware Supreme Court caused quite a stir when it concluded that a fee shifting bylaw adopted by a non-stock corporation did not run afoul of the Delaware General Corporation Law. ATP Tour, Inc. v. Deutscher Tennis...more

Foley & Lardner LLP

Supreme Court of Delaware Finds Fee-Shifting Bylaws Permissible and the Potential Delaware Legislative Response

Foley & Lardner LLP on

On May 8, 2014, the Supreme Court of Delaware held that fee-shifting provisions in a non-stock corporation’s bylaws can be valid and enforceable if not enacted for an improper purpose or improperly applied, under Delaware...more

Katten Muchin Rosenman LLP

Delaware Legislation Banning Fee-Shifting in Bylaws and Charters

In a swift response to the Delaware Supreme Court’s May 8 opinion holding that fee-shifting bylaws are facially valid (ATP Tour v. Deutscher Tennis Bund), members of the Delaware bar, representing both plaintiffs and...more

Mintz - Securities & Capital Markets...

Using Corporate Bylaws and Charters to Set the Rules for Shareholder Litigation

Recent court decisions, including the Delaware Supreme Court’s opinion earlier this month in ATP Tour, Inc. v. Deutscher Tennis Bund, have focused new attention on the use of corporate bylaws and charters to establish the...more

Allen Matkins

Fee Shifting Bylaw Provisions May Face Constitutional Limitation

Allen Matkins on

The corporate governance world has been disquieted by Delaware Supreme Court Justice Carolyn Berger’s recent opinion that upheld the validity of a fee-shifting bylaw provision in the bylaws of a Delaware non-stock...more

Akin Gump Strauss Hauer & Feld LLP

Delaware May Level Playing Field With Regard to Fee-Shifting Bylaws

As discussed (see link below), a recent decision of the Delaware Supreme Court could be a game changer in the world of stockholder litigation. In ATP Tour, Inc. v. Deutscher Tennis Bund (Del. May 8, 2014), the Delaware...more

Stinson LLP

The Fluid State of Delaware Fee-Shifting Bylaws

Stinson LLP on

On May 8, 2014, the Delaware Supreme Court held in ATP Tour, Inc. v. Deutscher Tennis Bund that a bylaw provision that shifts "all fees, costs and expenses of every kind and description (including, but not limited to...more

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