Air Products & Chemicals, Inc. v. Airgas, Inc.

OPINION

CHANDLER, Chancellor

[[Image here]]

[[Image here]]

This case poses the following fundamental question: Can a board of directors, acting in good faith and with a reasonable factual basis for its decision, when faced with a structurally non-coercive, all-cash, fully financed tender offer directed to the stockholders of the corporation, keep a poison pill in place so as to prevent the stockholders from making their own decision about whether they want to tender their shares — even after the incumbent board has lost one election contest, a full year has gone by since the offer was first made…