• Delaware Chancery Court Upholds Bylaw Amendment Effectively Reducing the Interval between Annual Meetings for Election of a Classified Board
  • October 26, 2010 | Authors: Stephen M. Besen; Steve L. Camahort; George A. Casey; Christa A. D'Alimonte; Michael S. Dorf
  • Law Firms: Shearman & Sterling LLP - New York Office ; Shearman & Sterling LLP - San Francisco Office ; Shearman & Sterling LLP - New York Office ; Shearman & Sterling LLP - San Francisco Office
  • In a case of first impression, Airgas, Inc. v. Air Products and Chemicals, Inc., the Delaware Court of Chancery upheld the validity of a bylaw amendment that accelerated the Airgas annual stockholders meeting from the month of August to the month of January. Though the adoption of the bylaw amendment effectively reduced the duration of time between the 2010 annual meeting and the 2011 annual meeting from approximately one year to four months, the Court held, among other things, that the amendment did not impermissibly cut short the “full term” of the affected directors on Airgas’ classified board of directors, and that Delaware law did not prescribe a minimum amount of time that must elapse between annual stockholder meetings.