Insights & Publications
Diversity & Inclusion
© 2023 Debevoise & Plimpton LLP
Delaware Court Enjoins Martin Marietta’s Unsolicited Offer For Vulcan Based on NDA Breaches
8 May 2012
The Delaware Court of Chancery has enjoined Martin Marietta for four months from pursuing its hostile bid for rival Vulcan Materials, citing breaches of two non-disclosure agreements.
Although the non-disclosure agreements did not include an explicit standstill provision, under the court's analysis, their confidentiality and limited use provisions had effects tantamount to a standstill agreement.
The court's detailed contractual analysis, which included a thorough examination of the parties' negotiating history and other extrinsic evidence, is an important reminder that parties are taking a potentially significant risk if their agreements do not clearly say what the parties mean.
Mergers & Acquisitions
Debt Tender Offers and Consent Solicitations
Andrew L. Bab
Gregory V. Gooding
Gary W. Kubek
William D. Regner
UK Modern Slavery Act Transparency Statement
Debevoise Login (2)
Debevoise Women's Review