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Delaware Chancery Court Finds Majority Stockholder Lock-Up Permissible Under Omnicare
February 17, 2005
Robert Schumer, Judith R. Thoyer and Didier Malaquin's client memo, "Delaware Chancery Court Finds Majority Stockholder Lock-Up Permissible Under Omnicare" was featured in the January issue of Insights. The article discusses the effect of Omnicare, Inc. v. NCS Healthcare on lock-up agreements and looks at the impact of the more recent Orman v. Cullman decision. In the Orman decision, the court held that a lock-up agreement with a majority stockholder was not impermissibly coercive. Bob, Judith and Didier delve into the specifics of the Orman case, as well as several others, to highlight that the Delaware courts will uphold strong lock-ups as long as the merger remains subject to meaningful stockholder vote, such as one in which the minority stockholders retain the ability to vote against the transaction. Click here to view the client memo.