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Delaware Chancery Court Upholds Majority Stockholder Lock-up
In Orman v. Cullman, 2004 WL 2348395 (Del.Ch.), the Delaware Chancery Court's first decision interpreting the Delaware Supreme Court's controversial 2003 Omnicare decision (Omnicare, Inc. v. NCS Healthcare, Inc., 818 A.2d 914 (Del. 2003)), the court upheld an 18-month lock-up agreement required by a buyer from a controlling stockholder. Noting that the public stockholders had retained full authority to veto the transaction, the board had negotiated an effective fiduciary out, and any interested third party was free to purchase the publicly owned shares of the target, the Chancery Court dismissed plaintiff's breach of fiduciary duty claim on summary judgment and ruled that the lock-up did not “impermissibly coerce” the public shareholders to approve the merger.
The Chancery Court's decision in Orman v. Cullman reaffirms that even under the Unocal standard of enhanced judicial scrutiny regarding merger defenses, voting agreements are not per se malevolent — and rejects the notion that being in a voting minority “automatically means that a shareholder is coerced.” This article reviews some of the events leading up to the Orman v. Cullman decision, examines how the decision differs from the Omnicare decision, and looks at some of the implications of the decision for future transactions.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
How AI Has Affected PR
When we consider how the use of AI affects legal PR and communications, we have to look at it as an industrywide global phenomenon. A recent online conference provided an overview of the latest AI trends in public relations, and specifically, the impact of AI on communications. Here are some of the key points and takeaways from several of the speakers, who provided current best practices, tips, concerns and case studies.