See that there? That's egg on my face. It's
a total victory for Ted Mirvis and Wachtell. The Supreme Court even cited
approvingly to the ABA's form book.
The Supreme Court overturned the Chancery Court,
basically holding that since everyone has always assumed the language "in
the third year following the year of their election" means a "three
year term" for directors, then four months between annual meetings is too
truncated to count as an annual meeting. So a bylaw that moves the
annual meeting to a date that isn't near the "traditional" date, but
still "in the third year following the year of their election" is
invalid. That seems like a victory for poor (or sloppy) drafting:
"in the third year following the year of their election" or
"three year term" ... whatev's.
Of course, the court leaves unanswered the next question
- okay, so what's the minimum amount of time between annual meetings?
Five months? Six months? More?
So the good news? By ruling against the bylaw, the
Supreme Court has given new life to Air Products challenge to Airgas'
"just-say-no" defense. Could it be that we might finally get
"just-say-no" litigated? We'll see. Air Products'
challenge to Airgas' poison pill is next up in the docket.
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Supreme Court Rules in Favor of Airgas on Annual Meeting Bylaw Issue by