Delaware Litigation Lawyer & Attorney : Francis G. X. Pileggi : Corporate, Business, Commercial, Delaware Chancery Court

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In Louisiana Municipal Police Employee Retirement System v. Crawford, (Del. Ch., Feb. 23, 2007),  2007 WL 582510, read opinion here, the Chancery Court issued a 41-page opinion that will generate many pages of commentary regarding the core issues of Delaware corporate law that were addressed in connection with the injunction imposed by the Court,  postponing the merger of CVS and Caremark. 

I do not have time to provide commentary  today on this recent opinion, but I refer you to the Memorandum by the law firm of Potter Anderson & Corroon which has a helpful summary of the case and which Memorandum can be found on the Harvard Corporate Governance Blog. Their Memorandum points out a key part of the ruling as follows: "... the Court treated a special dividend and a stock for stock merger as an integrated transaction and concluded that the Caremark stockholders were entitled to appraisal rights."

UPDATE: Prof. Gordon Smith provides his analysis of the case here, including a link to his article about the doctrine of  "independent legal significance" and it applicability to this case.

UPDATE II: On March 16, 2007 USA TODAY reported that  Caremark shareholders approved the Caremark/CVS merger.

APPELLATE HISTORY: The Delaware Supreme Court denied a request for interlocutory review in Express Scripts, Inc. v. Crawford (Del. Supr. March 9, 2007) (Order).  Note as a procedural enlightenment that the Chancery Court refused to certify its February 23, 2007 decision for interlocutory review but still the parties continued to seek interlocutory review by the Delaware Supreme Court--which denied their request on an expedited basis.