Omnicare, Inc. v. NCS Healthcare, Inc.
Citation
818 A.2d 914 (Del. 2003)
Facts
Stub — to be completed.
Issue
Stub — to be completed.
Holding
Stub — to be completed.
Rule
A merger agreement that is preclusive and coercive — locking up shareholder votes to make rejection impossible — is invalid even if supported by a majority of shareholders; deal protection measures may not completely foreclose the board’s fiduciary duties.
Significance
Invalidated a deal structure that gave the acquirer an irrevocable majority lock-up; established limits on deal protection measures under Revlon.