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Mergers & Acquisitions

May 11, 2012

Guidance for entering NDAs in the context of a merger

The Delaware Court of Chancery highlighted some important points for entering NDAs during a merger. By David Smith of Stradling Yocca Carlson & Rauth PC


On Friday, Chancellor Leo E. Strine Jr. of the Delaware Court of Chancery issued a significant ruling that provides some useful guidance to companies entering into a nondisclosure agreement (NDA) in connection with consideration of a possible merger, acquisition or divestiture.


The case involved Martin Marietta Materials Inc. and Vulcan Materials Company, two NYSE-listed companies that entered into an NDA in May 2010 in the context of discussing a possible merger...

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