Logourl black
From our private database of 14,200+ case briefs...

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

Delaware Court of Chancery
2011 WL 806417


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


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 251,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 14,200 briefs, keyed to 189 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.