The Delaware Supreme Court has approved CVN's media application to webcast live the oral araguments before the Delware Supreme Court in Airgas' appeal of the decision of Hon. Chancellor William B. Chandler III, in Air Products v. Airgas.
In the case below, the Court held that an Airgas by-law amendment sponsored by hostile suitor Air Products and setting an annual meeting just four months after the most recent annual meeting was not invalid. The effect of the amendment was to shorten the terms of three staggered-term board members whose terms would otherwise have continued for several additional months.
The Court of Chancery concluded that "annual" did not have to be construed as "separated by approximately twelve months," but could mean "in separate calendar years." Therefore, the staggered board terms were not impermissibly shortened by the new annual meeting date, and the by-law moving the date did not require a supermajority to be effective.
Chancellor Chandler determined that neither Delaware law nor Airgas' charter or by-laws required that annual meetings be separated by any minimum period of time, as long as they fall in separate years. However, the Chancellor noted, Airgas could have specified in its by-laws or charter that directors serve a minimum duration, by using such a phrase as "three-year terms," in which case the amendment effectively shortening the terms would have required a supermajority, and therefore would not have been validly passed by a mere majority. However, Airgas did not so define its terms.
Airgas requested expedited appeal to the Delaware Supreme Court. Watch CVN's live webcast of oral arguments before the Delaware Supreme Court in Airgas v. Air Products.