Logourl black
From our private database of 13,800+ case briefs...

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

Delaware Supreme Court
8 A.3d 1182 (2010)


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

The rule of law is the black letter law upon which the court rested its decision. To access this section, start your 7-day free trial of Quimbee for Law Students.

Issue

The issue section includes the dispositive legal issue in the case phrased as a question. To access this section, start your 7-day free trial of Quimbee for Law Students.

Holding and Reasoning (Ridgely, J.)

The holding and reasoning section includes:

  • 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.).

To access this section, start your 7-day free trial of Quimbee for Law Students.

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 166,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 13,800 briefs, keyed to 187 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.