More unintended consequences of use restrictions in confidentiality agreements
Abstract
Purpose
The purpose of this paper is to highlight the importance of careful review and negotiation of confidentiality agreements in corporate transactions and to discuss certain issues that arose out of a recent confidentiality agreement.
Design/methodology/approach
The paper explores the factual background of the dispute and analyzes the court's decision.
Findings
This court decision and the recent decision of the Delaware Chancery Court in Martin Marietta Materials, Inc. v. Vulcan Materials Company highlight the importance of careful attention to the use restrictions when negotiating confidentiality agreements in corporate transactions.
Practical implications
The decision highlights the need for careful negotiation and consideration of the terms of confidentiality agreements in the context of corporate transactions, especially use restrictions and exceptions thereto.
Originality/value
The paper provides guidance by lawyers experienced in the negotiation of standstill and use provisions in confidentiality agreements.
Keywords
Citation
Caplan, G., Korn, J., Langdon, R.T. and Stebbins, R.B. (2012), "More unintended consequences of use restrictions in confidentiality agreements", Journal of Investment Compliance, Vol. 13 No. 4, pp. 41-43. https://doi.org/10.1108/15285811211284128
Publisher
:Emerald Group Publishing Limited
Copyright © 2012, Authors