ATP Tour, Inc. v. Deutscher Tennis Bund

BERGER, Justice:

This Opinion constitutes the Court’s response to four certified questions of law concerning the validity of a fee-shifting provision in a Delaware non-stock corporation’s bylaws. The provision, which the directors adopted pursuant to their charter-delegated power to unilaterally amend the bylaws, shifts attorneys’ fees and costs to unsuccessful plaintiffs in intra-corporate litigation. The United States District Court for the District of Delaware found that the bylaw provision’s validity was an open question' under Delaware law and certified four questions to this Court,…