Journal of Corporation Law

Articles cover corporate legal topics and development important to businesses, scholars and practicing lawyers.

Articles from Vol. 38, No. 4, Summer

For Whom Should the Corporation Be Sold? Diversified Investors and Efficient Breach in Omnicare V. NCS
I. Introduction II. Factual and Procedural Background A. Genesis Offers a "Blowout" Price B. The Anatomy of a Lock-Up C. The Termination Provision and Termination Fees D. Omnicare's "Predatory and Highly Conditional" Bids E. Genesis Didn't...
Lock-Up Creep
"customary" is documented on the chart set forth in Appendix A. The chart summarizes each Chancery Court decision involving a challenge to lock-ups decided since Omnicare through May 21, 2013 and is available on Westlaw. It reveals that, despite the...
Omnicare: Coercion and the New Unocal Standard
I. INTRODUCTION II. LEARNING TO LOVE OMNICARE III. THE GO-SHOP PUZZLE IV. LIVING WITH--OR WORKING AROUND--OMNICARE V. THE NEW DEAL PROTECTION JURISPRUDENCE VI. OMNICARE'S FUTURE AND DEAL PROTECTIONS I. INTRODUCTION When Omnicare, Inc. v. NCS Healthcare,...
Omnicare's Silver Lining
I. THE LITIGATION PATH A. The Court of Chancery Decision B. The Delaware Supreme Court Majority Opinion C. The Dissents D. The Response II. GOOD DOCTRINE: ENHANCED SCRUTINY FOR DEAL PROTECTION III. GOOD DOCTRINE, BAD APPLICATION: COERCION...
Revisiting Omnicare: What Does Its Status 10 Years Later Tell Us?
I. INTRODUCTION II. THE REACTION TO OMNICARE: CRITICISMS AND CONCERNS III. POST-OMNICARE DECISIONS : "THE LONG SLOW DEATH OF OMNICARE"? A. ORMAN V. CULLMAN B. OPTIMA INTERNATIONAL OF MIAMI, INC. V. WCI STEEL, INC. C. IN RE OPENLANE,...
Ten Years after Omnicare: The Evolving Market for Deal Protection Devices
I. "SHOULD OMNICARE BE OMNIPRESENT?" II. PROCEDURAL HISTORY III. CRITIQUE OF MAJORITY OPINION IV. THE FUTURE OF THE OMNICARE JURISPRUDENCE V. CONCLUSION I. "SHOULD OMNICARE BE OMNIPRESENT?" The issue on which I would like to focus is whether the...
The Omnipresent Specter of Omnicare
I. INTRODUCTION II. TWO READINGS OF OMNICARE III. OMNICARE IS DEAD IV. OMNICARE LIVES A. The Standstill Cases B. Ancestral Spirits V. PUTTING THE SPIRITS TO REST A. The Doctrinal Dilemma B. Enhancing Enhanced Scrutiny ...