Blasius Industries, Inc. v. Atlas Corp.

Blasius Industries (plaintiff), holding 9 percent of Atlas Corp.'s (defendant) stock, proposed a major asset sale and dividend and, when the board rejected it, sought to elect eight new directors to gain board control. Fearing this takeover attempt, Atlas's board held an emergency meeting and expanded itself by two seats specifically to prevent Blasius from winning a majority at the next election. Blasius sued to void the board's expansion as inequitable.