On July 10, 2012, the Delaware Supreme Court released its opinion in Martin Marietta Materials, Inc. v. Vulcan Materials Company. The opinion follows the Court's order that affirmed the Delaware Court of Chancery's ruling that Martin Marietta had breached two confidentiality agreements when it used confidential information acquired during its merger negotiations with Vulcan Materials to initiate a hostile bid and proxy contest, even though neither confidentiality agreement included an express standstill provision (see Legal Update, Martin Marietta: Delaware Court of Chancery Holds Use of Confidential Information in Hostile Bid Breaches Confidentiality Agreements).

For more information on confidentiality agreements, see Practice Note, Confidentiality Agreements: Mergers and Acquisitions and Standard Document, Confidentiality Agreement: Mergers and Acquisitions.