SmartBrief
0
Confirm favorite deletion?
Business Organizations Keyed to Cox
Omnicare, Inc. v. NCS Healthcare, Inc.
Citation:
818 A.2d 914 (2003)Facts
Beginning in late 1999, NCS began to experience operating and financial difficulties, causing its share price to tumble. The stock traded in a range of $0.09 – $0.50 per share. In March 2002, NCS decided to form an independent committee of board members who were neither NCS employees nor major NCS stockholders. Sells and Osborne were selected as the members of the committee. On October, 2002, Omnicare committed itself to a transaction with NCS. Pursuant to the terms of its proposal, Omnicare agreed to acquire all the outstanding NCS Class A and Class B shares through a tender offer at a price of $3.50 per share in cash. The Omnicare bid offered the NCS stockholders cash equal to more than twice the then-current market value of the shares to be received in the Genesis merger. The transaction offered by Omnicare also treated NCS’s other stakeholders on equal terms with the Genesis agreement.
Only StudyBuddy Pro offers the complete Case Brief Anatomy*
Access the most important case brief elements for optimal case understanding.
*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- The Brief Prologue provides necessary case brief introductory information and includes:
Topic:
Identifies the topic of law and where this case fits within your course outline.Parties:
Identifies the cast of characters involved in the case.Procedural Posture & History:
Shares the case history with how lower courts have ruled on the matter.Case Key Terms, Acts, Doctrines, etc.:
A case specific Legal Term Dictionary.Case Doctrines, Acts, Statutes, Amendments and Treatises:
Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
Brief Facts:
A Synopsis of the Facts of the case.Rule of Law:
Identifies the Legal Principle the Court used in deciding the case.Facts:
What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case.Issue(s):
Lists the Questions of Law that are raised by the Facts of the case.Holding:
Shares the Court's answer to the legal questions raised in the issue.Concurring / Dissenting Opinions:
Includes valuable concurring or dissenting opinions and their key points.Reasoning and Analysis:
Identifies the chain of argument(s) which led the judges to rule as they did.
- The Brief Prologue closes the case brief with important forward-looking discussion and includes:
Policy:
Identifies the Policy if any that has been established by the case.Court Direction:
Shares where the Court went from here for this case.
Topic Resources
2m 27sTopic Outline 
Topic Refresher Course 
Topic Charts & Notes 