The Nancy Reagan Defence in 2015: Can a Board Still Just Say No?

The International Comparative Guide to: Mergers & Acquisitions, Global Legal Group, London, 2016

8 Pages Posted: 7 Nov 2019

See all articles by Adam O. Emmerich

Adam O. Emmerich

Wachtell, Lipton, Rosen & Katz

Trevor S. Norwitz

Wachtell, Lipton, Rosen & Katz; Columbia University School of Law

Date Written: March 15, 2016

Abstract

Six years ago, the board of directors of Airgas Inc. just said no to a takeover bid from Air Products that offered a substantial premium to the company’s then trading price. The directors’ refusal to redeem the “poison pill” rights plan to allow the Air Products bid to proceed was upheld by the Delaware courts and the bid was defeated. The Airgas board recently agreed to sell the company to Air Liquide of France for more than double the highest price offered by Air Products (even before considering dividends subsequently received by Airgas shareholders). The total shareholder return from that board decision to “just say no” to Air Products’ bid far outpaced even the bullish market over the intervening period.

Keywords: Mergers, Acquisitions, Takeovers, Poison Pill, Hostile Takeover, Shareholder Rights Plan, Corporate Governance, Airgas, Air Products

JEL Classification: K00, K20, K22

Suggested Citation

Emmerich, Adam O. and Norwitz, Trevor S., The Nancy Reagan Defence in 2015: Can a Board Still Just Say No? (March 15, 2016). The International Comparative Guide to: Mergers & Acquisitions, Global Legal Group, London, 2016. Available at SSRN: https://ssrn.com/abstract=3474372

Adam O. Emmerich (Contact Author)

Wachtell, Lipton, Rosen & Katz ( email )

51 West 52nd Street
New York, NY 10019
United States
(212) 403-1234 (Phone)
(212) 403-2234 (Fax)

Trevor S. Norwitz

Wachtell, Lipton, Rosen & Katz ( email )

51 West 52nd Street
New York, NY 10019
United States

Columbia University School of Law ( email )

3022 Broadway
New York, NY 10027
United States

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