The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Fri, 26 Jun 2026 15:11:10 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Delaware Court of Chancery Gets Airgas Right – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Delaware Court of Chancery Gets Airgas Right https://corpgov.law.harvard.edu/2011/03/01/delaware-court-of-chancery-gets-airgas-right/?utm_source=rss&utm_medium=rss&utm_campaign=delaware-court-of-chancery-gets-airgas-right https://corpgov.law.harvard.edu/2011/03/01/delaware-court-of-chancery-gets-airgas-right/#comments Tue, 01 Mar 2011 13:24:22 +0000 http://blogs.law.harvard.edu/corpgov/?p=16194?d=20150120093900EST Posted by Stanley Keller, Edwards Angell Palmer & Dodge LLP, on Tuesday, March 1, 2011
Editor's Note:

Stanley Keller is partner of Edwards Angell Palmer Dodge LLP. The Airgas case was previously discussed in an op-ed by Professor Lucian Bebchuk, available here, and a paper from the Program on Corporate Governance, available here. This post is part of the Delaware law series, which is cosponsored by the Forum and Corporation Service Company; links to other posts in the series are available here.

Chancellor Chandler’s decision in Air Products and Chemicals Inc. v. Airgas, Inc. (Del. Ch., CA No. 5249-CC, 2/15/11) upholding the board’s maintenance of the company’s shareholder rights plan in the face of an unfriendly cash tender offer the board determined was inadequate has justifiably received a great deal of attention and analysis.  Despite his reluctance, I believe the Chancellor got it right.  By permitting the Airgas board to keep the rights plan in place under the facts of that case, he upheld the foundational director-centric model for governance of Delaware corporations and recognized the importance of long-term value creation as a critical focus for Delaware corporate enterprises.

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