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In 2007, chancellor William B. Chandler III has had one of Delaware’s hottest dockets. In addition to two significant stock options backdating cases, the chancellor issued a striking decision on judicial oversight of merger transactions. In Louisiana Municipal Police Employees’ Retirement System v. Crawford C.A., nos. 2635-N, 2663-N (New Castle Co., Del., Ch. Feb. 23, 2007) (better known as Caremark), the Delaware Court of Chancery was asked to enjoin a proposed merger of Caremark Rx Inc. and CVS Corp. While the outcome may seem benign — the Caremark shareholder vote was enjoined for at least 20 days after additional disclosures by the defendants — the case has potentially broad practical and doctrinal implications.

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