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Table Of Contents

INTRODUCTION
I. FACTS
BACKGROUND FACTS
3. Airgas Defendants
B. Airgas’s Anti-Takeover Devices
C. Airgas’s Five-Year Plan
D. Air Products Privately Expresses Interest in Airgas
1. The $60 all-stock offer
2. Airgas Formally Rejects the Offer
3. The $62 cash-stock offer
E. Air Products Goes Public
F. The $60 Tender Offer
G. The Proxy Contest
H. Airgas Delays Annual Meeting
I. The $63.50 Offer
J. Tension Builds Before the Annual Meeting
K. The $65.50 Offer
M. The Annual Meeting
N. The Bylaw Question
O. The October Trial
P. Representatives from Airgas and Air Products Meet
Q. More Post-Trial Factual Developments
2. December 7-8 Airgas Board Letters
R. The $70 “Best and Final” Offer
S. The Airgas Board Unanimously Rejects the $70 Offer
II. STANDARD OF REVIEW
A. The Unocal Standard
B. Unocal—Notthe Business Judgment Rule—Applies Here
C. A Brief Poison Pill Primer—Moran and its Progeny
D. A Note on TW Services
III. ANALYSIS
1. Process
2. What is the “Threat?”
2. Range of Reasonableness
C. Pills, Policy and Professors (and Hypotheticals)
CONCLUSION
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Airgas Poison Pill_ 20110215 Delaware-Ruling-in-Airgas-Case

Airgas Poison Pill_ 20110215 Delaware-Ruling-in-Airgas-Case

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Published by vincentparle

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Published by: vincentparle on Feb 17, 2011
Copyright:Attribution Non-commercial

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03/28/2014

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