Reconsidering NDAs in light of Martin Marietta Materials, Inc. v. Vulcan Materials Co. *

USA - May 21 2012
On May 4, 2012, the Delaware Court of Chancery held that Martin Marietta Materials had violated a pair of confidentiality agreements with Vulcan Materials and issued a 4-month temporary injunction suspending Martin Marietta’s hostile exchange offer for Vulcan and related proxy contest.

Co-authors: Abbe L. Dienstag, Ernest S.Wechsler.

Mine control and mind control: how a special committee with a “controlled mindset” approved overpaying for a mining company bought from a controlling stockholder *

USA - April 12 2012
In a recent opinion issued by the Delaware Court of Chancery, In re Peru, the Court awarded $1.26 billion in damages to address a failed special committee process in a related party purchase of a business from a controlling stockholder.

Co-authors: Ernest S.Wechsler.