• Omnicare vs. NCS Healthcare: Supreme Court of Delaware Declares that Deal Protection Mechanisms that Fully Lock a Merger are Unenforceable and a Breach of Fiduciary Duty
  • May 16, 2003
  • Law Firm: Fenwick & West LLP - Mountain View Office
  • In Omnicare, Inc. v. NCS Healthcare, Inc., the Supreme Court of Delaware, by a 3 to 2 vote, effectively warns M&A deal makers that overreaching deal protection mechanisms (here consisting of voting agreements covering a majority of shares coupled with a provision compelling a stockholder vote) may be unenforceable in the event that a superior bid emerges.