I have been thinking some more about VC Travis Laster’s new opinion in Wagner v. BRP Group. BTW, thanks to Lauren Pringle of the invaluable Chancery Daily for posting it.
Wagner is a Moelis follow up. My initial take is here.
There will be lots more to say.
At the moment, I’m pondering the absence of any discussion of Omnicare. I would have thought Omnicare complicates the question of whether a precommitment contract requires a fiduciary out to be valid. (I’m going to have to back to Moelis to see if Omnicare is discussed there.) For my take on Omnicare go here.
To be clear, I am not a fan of Omnicare. Far from it.
I am also strongly in favor of boards being able to make precommitments that are binding, which I think is consistent with Moelis and Wagner. I wrote about this some years ago in Dead Hand and No Hand Pills: Precommitment Strategies in Corporate Law (October 30, 2002), available at SSRN.
But even so, I still wonder why Omnicare is not more of a problem for Moelis and Wagner.
