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A shareholder-approved bylaw amendment that would have moved the annual meeting of Airgas Inc. to January was ruled invalid by the Delaware Supreme Court on Nov. 23. The ruling is good news for Airgas as it fights off a takeover bid by Air Products and Chemicals Inc. The high court reversed the Court of Chancery, which ruled in Air Products’ favor in early October. Both courts expedited their handling of the case. Justice Henry du Pont Ridgely wrote the Supreme Court opinion in Airgas Inc. v. Air Products and Chemicals Inc. after the case was considered by the court en banc. The Airgas board has rejected several bids from Air Products. The latest bid valued Airgas at $65.5 per share or $5.5 billion. Airgas asserts that the offer undervalues the company, the opinion said, also noting that during the attempted takeover period, the market price of Airgas stock has exceeded Air Products’ offer. The bylaw amendment would have resulted in the next Airgas annual meeting being held about four months after the previous meeting this September. At the September meeting, shareholders elected three directors to the board who were nominated by Air Products, according to court documents. At the same time, a plurality of shareholders approved the “January Bylaw,” as it is called in the opinion. Presumably, Air Products could put more directors up for the board at the January meeting, thereby potentially condensing the time required to gain control of Airgas’ staggered board, which has nine directors. Three of these are up for election in any given year. The same day the “January Bylaw” was approved, Airgas filed a complaint seeking a declaration that annual meetings must be held roughly one year apart per Delaware law and its own corporate charter, thus making the bylaw invalid. Air Products counterclaimed. Read more about it in Monday’s Legal.

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