Air Products and Chemicals, Inc. v. Airgas, Inc.
Delaware Court of Chancery
16 A.3d 48 (2011)
Relevant factsFree
Air Products (plaintiff) made a series of escalating all-cash tender offers for Airgas (defendant), ultimately $70 per share, which the Airgas board rejected as inadequate on its financial advisors' advice, while keeping its poison pill in place. Air Products had already won election of three independent directors to the classified nine-member board but couldn't gain full control without either an unlikely 67% vote to remove the whole board or waiting for another annual election cycle; it asked the court to force removal of the poison pill.
IssueFree
Whether a board of directors has the ultimate power to defeat an inadequate hostile tender offer by refusing to remove a poison pill.
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