April 7, 2003

On Friday, the Delaware Supreme

On Friday, the Delaware Supreme Court – in a rare 3-2 decision – finally issued its opinion in the Omnicare vs. NCS Healthcare case. Although the dissenters (including Chief Judge Norman Veasey) argue that the holding should apply only to the case’s facts, the M&A bar has been shaken because the case loosely stands for the proposition that lock-ups with majority shareholders can’t be absolute (e.g. not combined with fiduciary outs, etc.).

For subscribers, we have posted the Omnicare opinion at