Airgas, Inc. v. Air Products and Chemicals, Inc.

After Air Products (defendant) got three directors sympathetic to its takeover bid elected to Airgas's (plaintiff) board at the annual meeting, the board (still controlled by incumbents) quickly passed a bylaw moving up the next annual meeting by eight months, effectively cutting short the just-elected directors' three-year terms under the company's staggered board structure. Airgas sued, arguing the bylaw violated its charter's guarantee of full three-year staggered terms; the trial court upheld the bylaw based on charter language about when terms "expire."