Quimbee logo with url
From our private database of 14,900+ case briefs...

Air Products and Chemicals, Inc. v. Airgas, Inc.

Delaware Court of Chancery
16 A.3d 48 (2011)


Facts

Air Products and Chemicals, Inc. (Air Products) (plaintiff) launched a $60 per share, all-cash, structurally non-coercive hostile tender offer to acquire Airgas, Inc. (Airgas) (defendant). Airgas had a poison pill (i.e., a corporate strategy to defend against hostile takeovers), which its directors (defendants) refused to remove. Airgas had a classified board of nine directors. With one class of directors up for election each year, it took two shareholder meetings to win a board majority. Air Products successfully nominated a class of three independent directors to the Airgas board. The Air Products nominees became supporters of the poison pill. Air Products raised its bid several times and made its final offer of $70 per share. The Airgas board, with the opinions of its independent financial advisors, again rejected the offer as inadequate. Evidence showed that a majority of the Airgas shareholders were willing to tender their shares, regardless of whether the price was adequate or not. Air Products asked the chancery court to remove the poison pill. If the poison pill remained in place, Air Products could continue pursuing Airgas in two ways: (1) call a special meeting and remove the entire board without cause by a 67 percent vote, as provided in the charter, and (2) wait another eight months to nominate another class of directors at the next annual meeting.

Rule of Law

Issue

Holding and Reasoning (Chandler, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.

Here's why 284,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 14,900 briefs, keyed to 201 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.