Ruling Suggests Delaware Corporations with Staggered Boards Review Annual Meeting Terms

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Earlier this month, the Delaware Court of Chancery decided that a bylaw amendment proposed by Air Products and Chemicals, Inc. that would result in the annual stockholder meetings of Airgas, Inc. being held seven months in advance of their historical dates was valid under Airgas’s governing documents and Delaware law.

The Court’s decision, which is currently being appealed to the Delaware Supreme Court, highlights the importance of precise and unambiguous language in bylaw provisions regarding staggered boards. Delaware corporations should consider whether amendments to their bylaws or charter are necessary to avoid unintended consequences.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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