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

8 A.3d 1182 (2010)

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

Delaware Supreme Court

8 A.3d 1182 (2010)

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Facts

Air Products and Chemicals, Inc. (APC) (defendant) initiated efforts to take over its competitor, Airgas, Inc. (Airgas) (plaintiff), at the annual meeting of Airgas stockholders by nominating, and then electing, to serve on Airgas’s board of directors three individuals who were open to APC’s acquisition of Airgas. Immediately thereafter, the board approved a bylaw (the January Bylaw) to conduct another annual meeting four months later at which time additional directors to the board would be elected. In effect, the January Bylaw reduced the three-year terms of current Airgas board members by eight months. Airgas filed suit against APC claiming the January Bylaw violated Delaware law and its corporate charter requiring its directors to serve full three-year terms. The trial court upheld the bylaw on the theory that Airgas’s corporate charter provided that directors serve terms that expire at “the annual meeting of stockholders held in the third year following the year of their election.” Airgas appealed.

Rule of Law

Issue

Holding and Reasoning (Ridgely, J.)

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