Chancery Court Approves Hostile Bidder's Bylaw Amendment Advancing Date of Target's Annual Meeting


In the midst of a takeover battle by defendant Air Products and Chemicals, Inc. for control of Airgas, Inc., the Court of Chancery of Delaware upheld a bylaw amendment sponsored by Air Products that moved up the date of Airgas’s upcoming 2011 annual shareholder meeting by approximately nine months, thereby potentially shortening the term to be served by members of Airgas’s staggered board.

Air Products launched a proxy contest to acquire control of Airgas’s board of directors after Airgas rejected multiple merger proposals. Prior to the start of the proxy contest, Airgas had in place multiple takeover defenses, including a nine-member staggered board of three equal classes, with one class up for reelection each year at the annual shareholder meeting.

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