The Omnicare decision, perhaps one of the most controversial mergers and acquisitions cases to be decided by the Delaware Supreme Court, has begun on a slow decline to a very narrow applicability of the decision. This 2003 case was decided by a 2-3 decision split in which the majority held that a board breached its fiduciary duties if it agreed to be acquired through an agreement that virtually locked up the deal. Here, the deal was locked up because a majority of the target shareholders had irrevocably agreed to approve the deal and the target board had agreed to hold a shareholder vote, even if the board decided to change their mind about the deal. According to the court, because the board had made it “mathematically impossible” for a third party to prevail in attempting to purchase the target company, this did not pass the Unocal standard. However, only one year later, the Delaware chancery court in Orman v. Cullen held that a lock up provision was permitted as long as another deal was possible, despite the 18 month waiting period that would be imposed on a third party in this instance. Then, in June 2008, another decision from the Delaware Chancery court further limited the application of Omnicare, when Vice Chancellor Lamb, who wrote the initial decision in Omincare and was overruled by the Delaware Supreme Court, ruled that he would not stop a merger where the merger agreement required that the merger agreement was approved by the target’s board and its shareholders on the same day. According to Vice Chancellor Lamb, because Delaware law does not require any particular period of time between a board’s approval of a merger and a necessary shareholder vote. Many call this decision a win for those who opposed Omincare, as it limits its application to instances where controlling shareholders can’t act by written consent immediately. Also, it is likely that because of the new composition of the Delaware court, we will likely see a shift in the applicability of the Omincare case and will likely continue to see a limiting of its applicability. Also, on January 16, 2008, U.S. District Judge Rebecca Pallmeyer of Illinois dismissed Omincare’s lawsuit against UnitedHealth Group. Omincare, a pharmacy company, claimed UnitedHealth group had fixed the prices Omincare could receive from UnitedHealth’s Medicare prescription-drug plan. In the lawsuit, filed in 2006, Omnicare sued UnitedHealth, PacifiCare Health Systems and RXSolutions Inc. claiming these health insurers had tried to cheat Omnicare out of Medicare Part D reimbursement. Omnicare had said that it will appeal this decision.