• Delaware Supreme Court Clarifies Meaning of "Annual Meeting," Reverses Chancery Court in Airgas, Inc. v. Air Products and Chemicals, Inc.
  • November 30, 2010 | Authors: Derek M. Stoldt; Konstantinos Yiannopoulos
  • Law Firm: Kaye Scholer LLP - New York Office
  • On November 23, 2010, in Airgas, Inc. v. Air Products and Chemicals, Inc., the Delaware Supreme Court unanimously reversed a Chancery Court decision and held that the bylaw amendment proposed by Air Products to accelerate Airgas’ annual meeting to January 2011 (when the prior annual meeting had been held in September 2010) was invalid. The bylaw amendment at issue was adopted in the context of Air Products’ takeover battle with Airgas, and had the effect of reducing the term of a class of directors of Airgas’ classified board from three years to two years and four months. The bylaw amendment would have permitted Air Products to appoint a new class of directors at any time in the new calendar year rather than waiting for a one-year period to elapse, and presumably would have permitted Air Products to take control of the Airgas board eight months earlier than had been expected.