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

Delaware Court of Chancery
2011 WL 806417


Facts

Air Products and Chemicals, Inc. (Air Products) (plaintiff) attempted a hostile takeover of Airgas, Inc. (Air Gas) (defendant). Air Gas had both a poison pill, which is a corporate strategy to defend against hostile takeovers, and a classified board of nine directors. Three directors were up for reelection each year. At Air Gas’s 2010 annual meeting, three individuals that Air Products supported were elected as directors. However, after learning more about Air Gas, these three directors agreed with the other six directors that the offer from Air Products for Air Gas was inadequate. Air Gas’s board had refused to redeem the poison pill. Air Gas’s charter stated that a 33 percent shareholder could call a special meeting and remove the entire board by a vote of 67 percent. Air Products, however, did not seek to invoke this provision. Rather, Air Products brought suit in the Delaware Court of Chancery, arguing that Air Gas’s defensive mechanisms—specifically the classified board’s refusal to redeem the poison pill—were illegal.

Rule of Law

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Issue

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Holding and Reasoning (Chandler, J.)

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  • A "yes" or "no" answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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