Stanley Keller

Nov 28, 2023 | jdsupra.com | Stanley Keller

In the iconic “The Princess Bride,” Miracle Max observes that there is a big difference between “all dead” and “mostly dead” and then goes on to prove it. In Holifield v. XRI Investment LLC, 2023 WL 5761367 (Del. Supr. Sept. 7, 2023), the Delaware Supreme Court held that there is a big difference between “void” and “voidable” in a limited liability company agreement, despite Vice Chancellor Laster’s inviting them in XRI Investment Holdings LLC, v.

Nov 17, 2023 | jdsupra.com | Stanley Keller

Two recent decisions of the Delaware Court of Chancery offer increased flexibility for Delaware corporations to adopt differential voting by stockholders. Differential voting has typically been used to give key stockholders greater voting power than other stockholders, so that those stockholders are in a position to exercise control even without having a sufficient economic interest to do so.

Apr 12, 2023 | jdsupra.com | Robert Evans III |Laura Ferguson |Stanley Keller

The new listing standards, which closely track the SEC’s Rule 10D-1 under the Securities Exchange Act of 1934 that was adopted last October requiring exchanges to adopt clawback listing standards, can be found at this link (for the NYSE) and this link (for Nasdaq). Once the new listing standards are approved by the SEC, which could be at any time (though the statutory deadline is not until November), companies will have 60 days to put a compliant clawback policy in place to avoid being delisted.