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Martin Marietta Materials, Inc. v. Vulcan Materials Co.

Delaware Supreme Court
68 A.3d 1208 (2012)


Facts

Martin Marietta Materials, Inc. (Martin) (plaintiff) and Vulcan Materials Co. (Vulcan) (defendant) were the two largest companies in the construction-aggregates industry. The two companies had been discussing a potential merger for several years. In 2010, the CEOs of the two companies began seriously discussing a merger. The two CEOs agreed any information exchanged during discussions would be used to facilitate a friendly deal only. The two companies entered into a nondisclosure agreement and a confidentiality agreement that prohibited either party from disclosing evaluation material unless legally required. The agreements provided a notice-and-vetting process for disclosure of confidential information if one party wished to disclose information. Merger talks faltered, and Martin ended up attempting a hostile takeover of Vulcan by making an unsolicited exchange offer. Martin sent Vulcan a bear-hug letter and filed a Form S-4 with the Securities and Exchange Commission. In conjunction with its hostile takeover bid, Martin disclosed Vulcan’s confidential information both publicly and to advisors. Martin made an exchange offer and initiated a proxy contest for control of Vulcan’s board. Martin brought an action against Vulcan in the Delaware Court of Chancery. The chancery court found Martin had violated the nondisclosure and confidentiality agreements and enjoined Martin from prosecuting its exchange offer and proxy contest for four months. Martin appealed to the Delaware Supreme Court.

Rule of Law

Issue

Holding and Reasoning (Jacobs, J.)

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