Delaware Supreme Court Rejects Bylaw Amendment Curtailing Term of Staggered Board of Directors | White & Case LLP International Law Firm, Global Law Practice
Delaware Supreme Court Rejects Bylaw Amendment Curtailing Term of Staggered Board of Directors

Delaware Supreme Court Rejects Bylaw Amendment Curtailing Term of Staggered Board of Directors

In a recent appellate decision entitled Airgas, Inc. v. Air Products and Chemicals, Inc. 2010 WL 4734305 (Del Supr 2010), the Delaware Supreme Court on November 23, 2010 reversed the decision of the Delaware Court of Chancery and held that a bylaw shortening the term of Airgas's Directors by eight months constituted a "de facto removal" that was inconsistent with Airgas's charter. Although the Delaware Supreme Court's decision resolved the ambiguity in the Airgas bylaws in a way that was consistent with Airgas' position, it is nevertheless advisable for corporations to ensure that their corporate organizational documents contain unambiguous language as to the length of the term of Directors on a staggered Board of Directors and the date of annual meetings.

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