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Business Associations Keyed to Coffee, 9th Ed.
Hilton Hotels Corp. v. ITT Corp.
Citation:
978 F. Supp. 1342 (1997)Facts
On January 27, 1997, Hilton announced a $55 per share tender offer for ITT’s stock and a proxy contest at ITT’s 1997 annual meeting. ITT rejected the offer and began selling non-core assets while opposing Hilton’s takeover attempt before gaming regulatory bodies. After the court denied Hilton’s motion to compel an annual meeting in May, ITT announced a Comprehensive Plan on July 15, 1997. This plan proposed splitting ITT into three entities: ITT Destinations (containing 93% of ITT’s assets), ITT Educational Services, and ITT World Directories. Crucially, ITT Destinations would have a classified board comprised of current ITT directors, with an 80% supermajority requirement to remove directors without cause or to repeal the classified board provision. The plan also contained what Hilton characterized as a “poison pill” that would trigger a $1.4 billion tax liability if Hilton acquired more than 50% of ITT Destinations. ITT sought to implement this plan before its 1997 annual meeting without shareholder approval. Hilton subsequently increased its offer to $70 per share and sought an injunction against ITT’s plan.
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