Martin Marietta Materials, Inc. v. Vulcan Materials Company, C.A. No. 7102-CS (Del. Ch.), aff'd, No. 254,2012 (Del. 2012).
Ross Aronstam & Moritz, together with Wachtell, Lipton, Rosen & Katz, represented Vulcan Materials Company in expedited litigation arising from Martin Marietta's hostile exchange offer and proxy contest. Following a four-day trial, then-Chancellor Strine found that Martin Marietta's hostile takeover attempt violated multiple provisions of two confidentiality agreements between the companies and enjoined Martin Marietta for a period of four months from prosecuting a proxy contest, making an exchange or tender offer, otherwise taking steps to acquire control of Vulcan shares or assets, or engaging in any further violations of the confidentiality agreements. The Supreme Court of Delaware, sitting en banc, affirmed after an expedited appeal. Because Vulcan's annual meeting was scheduled to occur during the four-month period, as a practical matter the injunction meant that Martin Marietta would have to wait an additional year to run a proxy contest.
Read the Court of Chancery's Opinion