Corporations Keyed to Klein
Hilton Hotels Corp. v. ITT Corp
Facts
Plaintiff simultaneously put in a tender offer of $55 per share for Defendant’s stock while announcing a proxy contest at the next shareholders meeting. Defendant responded by refusing the offer, selling assets, and opposed the takeover in front of state gaming regulatory bodies. Defendant also announced a “Comprehensive Plan” that split Defendant into three entities, with 94% of the assets in the ITT Destinations entity. Defendant’s board also voted in a staggered board with three classes, wherein each class would be elected every three years, and an 80% majority would be required to remove a director without cause. An 80% majority would also be required to remove the 80% majority requirement. Another part of the plan was a poison pill that would force Plaintiff to pay 90% of a $1.4 billion tax liability. This was all done prior to the shareholder’s meeting, and therefore shareholders did not vote on these changes. Plaintiffs increased their offer to $70 per share and moved to enjoin the plan, and the lower court granted the motion.
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