A Case Study: Air Products v. Airgas and the Value of Strategic Judicial Decision-Making

34 Pages Posted: 10 Jan 2012 Last revised: 23 Jan 2012

Steven Davidoff Solomon

University of California, Berkeley - School of Law; University of California, Berkeley - Berkeley Center for Law, Business and the Economy

Date Written: January 1, 2012

Abstract

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.

Keywords: Airgas, Air Products, Hostile Takeover, Takeovers, Poison Pill, Delaware, Bylaws, Strategic Decisionmaking, Proxy Contest, Jurisdictional Competition

Suggested Citation

Davidoff Solomon, Steven, A Case Study: Air Products v. Airgas and the Value of Strategic Judicial Decision-Making (January 1, 2012). Columbia Business Law Review, Forthcoming. Available at SSRN: https://ssrn.com/abstract=1982199

Steven Davidoff Solomon (Contact Author)

University of California, Berkeley - School of Law ( email )

215 Boalt Hall
Berkeley, CA 94720-7200
United States

University of California, Berkeley - Berkeley Center for Law, Business and the Economy ( email )

Berkeley, CA 94720-7200

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