A Case Study: Air Products v. Airgas and the Value of Strategic Judicial Decision-Making
Steven Davidoff Solomon
University of California, Berkeley - School of Law; University of California, Berkeley - Berkeley Center for Law, Business and the Economy
January 1, 2012
Columbia Business Law Review, Forthcoming
When is it appropriate for Delaware judges to act strategically? This case study documents and analyzes Air Products’ $5.8 billion unsuccessful, hostile offer for Airgas, reviewing the decisions made by the Delaware courts in adjudicating the most prominent takeover bid of 2010. The three court opinions in Air Products v. Airgas show how Delaware courts strategically decide cases and the effect of this decision-making on the course of Delaware corporate law and Delaware’s constituencies. The Airgas case ultimately provides a useful lesson for when, if ever, strategic considerations should influence the outcome of individual Delaware corporate law disputes.
Number of Pages in PDF File: 34
Keywords: Airgas, Air Products, Hostile Takeover, Takeovers, Poison Pill, Delaware, Bylaws, Strategic Decisionmaking, Proxy Contest, Jurisdictional CompetitionAccepted Paper Series
Date posted: January 10, 2012 ; Last revised: January 23, 2012
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