Martin Marietta and Vulcan: What we have so far from the Delaware Supreme Court

The appeal of Martin was heard yesterday, May 31, by the Delaware Supreme Court, and as we have posted on Twitter and Facebook, it was denied.  News reports from the scene have described the one hour or so for oral argument, the court's 20 minute recess while it deliberated, and the quick return to the bench to read the decision, which in relevant (and nearly complete) part is printed verbatim below:

"On this 31st day of May 2012, the Court having considered the record, the

briefs, and the oral argument of counsel on an expedited basis has concluded

that the judgment of the Court of Chancery should be affirmed. A more formal

opinion, fully explaining our views, will issue in due course."

So there it is: as predicted, the appeal failed, and if there is any surprise, it is with the swiftness and firmness that the court swatted it down.

Today, June 1, Vulcan is holding its Annual Meeting of Stockholders.  Had Vulcan lost yesterday, or had the Supreme Court even hinted at any debate about the issues, or had that court just delayed its decision, then that meeting would certainly have lit off fireworks.  But in acting as quickly and decisively as it did, the court brought the matter to an immediate and decisive conclusion.

The AMS now is expected to be largely routine and uneventful.

On Facebook and Twitter, we have linked to a few news stories about yesterday's hearing, but as you can read from the actual order, there is little detail to be harvested yet from the record about the court's thinking on this matter.  One lesson seems clear, however: Martin breached the confidentiality agreement and, at least where the breaching party offers up no remedy recommendation for its breach and the nonbreaching party requests the equitable remedy of injunction,  the court WILL implement a standstill remedy — at least for a short period — although "standstill" is nowhere mentioned on the face of the contract.

 

 

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