Martin Marietta Materials, Inc., and Counterclaim-Defendant Below v. Vulcan Materials Company, And…

Summary

The Supreme Court of Delaware affirmed the Court of Chancery’s judgment enjoining Martin Marietta from pursuing its hostile exchange offer and proxy contest for four months. The court held that Martin violated the JDA by using and disclosing Vulcan’s confidential materials for a hostile bid rather than the negotiated transaction being discussed, and violated the NDA by disclosing evaluation material without an external demand, advance notice, or the required vetting process. The court also upheld the injunction because the agreements stipulated that monetary damages were inadequate and the record supported actual irreparable harm.