Supreme Court Affirms Chancery in Vulcan/Martin Marietta Hostile Contest

Vulcan Materials, Inc. v. Martin Marietta Materials, Inc., No. 254, 2010 (Del. May 31, 2012). This is a Delaware Supreme Court ruling after oral argument on May 31, 2012 involving the penalty imposed on a hostile bidder for breach of a confidentiality agreement entered into during amicable negotiations.

We previously highlighted the 138-page Chancery opinion decided on May 4, 2012. Today, the Delaware Supreme Court ruled, in an expedited appeal, as reported by Bloomberg, that the Chancery decision was correct, and that Martin Marietta would be barred from bidding for Vulcan Materials due to Martin Marietta’s breach of a confidentiality agreement that was signed while the companies were discussing a “friendly deal”, before it became a hostile bid. It is noteworthy that all the briefing and the oral argument on this appeal were both done in less than 30 days, and a decision by Delaware’s High Court was provided the same day as oral argument.

Courtesy of Frank Reynolds of Thomson Reuters we have the Opening Brief and Answering Brief in the expedited appeal. Westlaw’s has an article by Frank Reynolds here.