M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Friday, October 8, 2010

Airgas laughs

Ted MIrvis argued before the Chancery Court in the Airgas/Air Products case this morning that countless law professors have gotten tenure by writing articles that assume a staggered board has a term of 3 years. "Can they all have been barking up the wrong tree?!" he asked.   Help me!  I'm rolling on the floor laughing.

Ted Mirvis pulls a "Miracle on 34th St." moment by dumping a pile of definitions from dictionaries for the word "annual" on Chancellor Chandler's desk.   Chuckles all around.


[Sorry - it's academic,  corporate-geek humor.]

Update:  Prior to April 7, Airgas had a bylaw that permitted the board to set the date of the annual meeting at anytime up to five months following the end of the fiscal year.  That was changed by the board to permit the calling of an annual meeting at any point.  That was then changed (by shareholder vote) to set a specific date in January.  Hmm.

Chandler:  Isn't there a common understanding that a Congressman or Senator will serve a full "term" and that term won't be cut short?

>> Except that unlike Airgas' charter, the US Constitution specifically lays out the length in years of terms for both Congressmen and Senators.  It doesn't use mushy talk like "Congressmen will serve until they are replaced" or "Congressman's term will expire in the second year following the year of their election" ... 




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