Why Draft A Standstill Provision When 'Between' is Enough?

Law360, New York (May 23, 2012, 3:14 PM EDT) -- In Martin Marietta Materials Inc. v. Vulcan Materials Company, the Delaware Chancery Court found that in pursuing a hostile exchange offer and launching a related proxy contest, a bidder violated a confidentiality agreement that did not contain an explicit standstill provision. Because of the breach, the court enjoined the bidder from any change of control transaction, acquisition of assets or shares or pursuing any proxy contest with respect to the target company for a four-month period.


For over a 10-year period, Martin Marietta and Vulcan...
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