Financial Services M&A: Delaware Decision Indicates Need for Explicit Carve-outs in Confidentiality Agreements

Sullivan & Cromwell LLP - May 18, 2012

The recent decision by the Delaware Court of Chancery emphasizing the need to be careful in drafting confidentiality agreements may have particular relevance to financial institution mergers. In Martin Marietta Materials, Inc. v. Vulcan Materials Company, Chancellor Strine engaged in a detailed examination of provisions of a confidentiality agreement in the M&A context. We circulated a Memorandum to Clients on May 9th which discussed the opinion.