Airgas, Inc. v. Air Products and Chemicals, Inc., No. 649,2010 (Del. Nov. 23, 2010)
Ross Aronstam & Moritz partner Garrett Moritz was a member of the team from Wachtell, Lipton, Rosen & Katz that, along with Potter Anderson & Corroon LLP, represented Airgas in its successful appeal of a Court of Chancery decision that had validated a bylaw proposed by Air Products that accelerated Airgas’ next annual meeting to be held in January of the next calendar year, four months after Airgas’ previous annual meeting. The bylaw, which Air Products proposed in connection with an attempted hostile takeover of Airgas, was significant because Airgas had a three-class staggered board, with one third of its directors elected at each annual meeting. The bylaw, if upheld, would have permitted two such annual elections to be held within four months. On appeal, the Supreme Court of Delaware reversed and found the bylaw invalid, holding that two annual meetings within four months did not qualify as “annual” under Airgas’ charter or 8 Del. C. § 141(d), the statute authorizing staggered boards.