Delaware Chancery Court Finds Breach of Confidentiality Agreement and Enjoins Martin Marietta’s Hostile Bid for Vulcan Materials

more+
less-

A recent decision of the Delaware Chancery Court shines a spotlight on the terms of confidentiality agreements and the critical importance of explicit drafting to avoid unintended consequences.

Ambiguous terms in a confidentiality agreement (and a related joint defense agreement) between Martin Marietta Materials, Inc. and Vulcan Materials Company resulted in Chancellor Leo E. Strine Jr. interpreting the agreements based on extrinsic evidence. Chancellor Strine determined that Martin Marietta had breached the agreements and enjoined Martin Marietta’s hostile exchange offer and proxy contest for four months. Martin Marietta and Vulcan could have avoided months of expensive litigation and, for Martin Marietta, a devastating injunction, by carefully crafting a confidentiality agreement that clearly delineated the expectations of both parties.

Please see full alert below for more information.

LOADING PDF: If there are any problems, click here to download the file.

Written by:

Published In:

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© White & Case LLP | Attorney Advertising

Don't miss a thing! Build a custom news brief:

Read fresh new writing on compliance, cybersecurity, Dodd-Frank, whistleblowers, social media, hiring & firing, patent reform, the NLRB, Obamacare, the SEC…

…or whatever matters the most to you. Follow authors, firms, and topics on JD Supra.

Create your news brief now - it's free and easy »

All the intelligence you need, in one easy email:

Great! Your first step to building an email digest of JD Supra authors and topics. Log in with LinkedIn so we can start sending your digest...

Sign up for your custom alerts now, using LinkedIn ›

* With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name.
×
Loading...
×
×