Delaware Chancery Court Reaffirms Poison Pill and “Just Say No” Defense in Airgas Takeover Battle
On February 15, 2011, the Delaware Court of Chancery ruling in Air Products & Chemicals, Inc. v. Airgas, Inc. confirmed that directors of a target company can refuse to redeem the company’s poison pill in the face of an inadequate hostile offer to its stockholders, even if a majority of the stockholders would likely tender into the offer and even if the board has had adequate time to explore alternatives and fully explain its views to the stockholders. The decision directly addressed the so-called “just say no” defense, and promptly following the issuance of the Court’s opinion Air Products announced that it was withdrawing its offer.