Omnicare, Inc. v. NCS Healthcare, Inc.

NCS's board agreed to Genesis's merger terms, including a voting agreement in which two insiders holding a combined majority of shares committed to vote for the merger, and the merger agreement contained no fiduciary-out clause allowing the board to withdraw if a better offer emerged; when Omnicare later submitted a superior competing proposal, the NCS board withdrew its recommendation but the Genesis merger was still guaranteed to pass due to the locked-in majority vote.