In the Air Products & Chemicals, Inc v. Airgas, Inc case discussed in the text, defendant's board of directors allegedly breached its fiduciary duties to stockholders by refusing to redeem a poison pill in place and allow a hostile takeover to proceed. The court ruled that:
a. the board satisfied its fiduciary duties because as a matter of law directors may use poison pills to block hostile takeovers that would result in a change of management.
b. the board satisfied its fiduciary duties because the members acted reasonably in response to the belief, based on reasonable grounds, that the hostile takeover offer was inadequate and posed a legitimate threat if accepted.
c. the board failed to act reasonably because the members acted in their own self interest, not in the best interests of the shareholders, and that the board failed to properly seek expert opinion regarding the hostile takeover offer in relation to the value of the company.
d. the board failed to act reasonably because as a matter of law it could not leave the poison pill in place in the face of a hostile takeover bid.
b
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