Louisiana Municipal Police Employees’ Retirement System v. Crawford
Delaware Court of Chancery
918 A.2d 1172 (2007)
- Written by Robert Cane, JD
Facts
Caremark and CVS were attempting to merge companies. The proposed transaction contained several deal-protection devices. There was a force-the-vote provision, a no-shop provision, and a $675 million reciprocal termination fee. The termination fee was to be triggered if either company’s board withdrew or changed its recommendation of the merger. The fee would also be triggered if either company rejected the merger and accepted another merger proposal within one year. Merger negotiations faltered after another company also attempted a merger with Caremark. Shareholders in Caremark, including Louisiana Municipal Police Employees’ Retirement System (plaintiff) filed an action in the Delaware Court of Chancery.
Rule of Law
Issue
Holding and Reasoning (Chandler, J.)
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