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Airgas Loses in Chancery on Bylaw Amendment Involving Annual Meeting Date and Staggered Board

By Francis G.X. Pileggi

Airgas, Inc. v. Air Products and Chemicals, Inc., C.A. No. 5817-CC (Del. Ch. Oct. 8, 2010). The Court of Chancery's 40-page decision today in this matter is based on a motion for judgment on the pleadings, which the Court converted to a motion for summary judgment due to matters outside the pleadings being submitted. The decision comes at the end of a trial held this week involving the long-running battle by Air Products to take over Airgas. The background and a discussion of the issues and prior decisions in the case have been highlighted in eight prior posts on this blog here.

This most recent decision involved an interpretation of a bylaw amendment that changed the scheduling of an annual meeting in such as way as to diminish the impact of a staggered board. The decision has already been the subject of scholarly analysis by Professor Davidoff here, writing as The Deal Professor on The New York Times DealBook blog. The good professor makes the Court's opinion available here.

Full post as published by Delaware Corporate and Commercial Litigation Blog on October 08, 2010 (boomark / email).