Corporate Alert: Reconsidering NDAs in Light of Martin Marietta Materials, Inc. v. Vulcan Materials Co.

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. Martin Marietta, Inc. v. Vulcan Materials Company, CA No. 7102-CD (May 4, 2012). Martin Marietta has appealed the Court's decision to the Delaware Supreme Court. The case - which was decided by the Court as a pure contract case (and not as a fiduciary duty case) - has important implications for drafting transactional non-disclosure agreements. In this Alert, we first discuss the Court's decision and then provide some key takeaways.