Omnicare, Inc. v. NCS Healthcare, Inc.

OPINION

LAMB, Vice Chancellor.

I

This action arises out of a proposed merger between a Delaware corporation and a Delaware subsidiary of a Pennsylvania corporation. The plaintiff is a rival Delaware corporation that also has made a bid for the target corporation. The complaint alleges that the target corporation’s directors breached their fiduciary duties to the target corporation’s stockholders. The complaint also seeks a declaratory judgment that, in accordance with charter provisions restricting the transfer of the target’s high-voting common stock, certain voting agreements entered into in…