Martin Marietta Materials, Inc. v. Vulcan Materials Co.

OPINION

STRINE, Chancellor.

I. Introduction

This case presents interesting questions regarding the meaning of confidentiality agreements entered into by two industry rivals at a time when both were intrigued by the possibility of a friendly merger and when neither wished to be the subject of an unsolicited offer by the other or a third-party industry rival.

May one of the parties — especially the one who evinced the most concern for confidentiality and who most feared having its willingness to enter into merger discussions become public — decide that evolving market circumstances make it…