Blasius Industries, Inc. v. Atlas Corp.
Court of Chancery of Delaware
564 A.2d 651 (1988)
Blasius Industries, Inc. (Blasius) (plaintiff) holds 9 percent of the stock of Atlas Corp. (defendant). Blasius proposed that Atlas sell off some of its assets, issue bonds, and distribute a large one-time dividend to shareholders. The directors of Atlas believed this was not in the company’s best interest and rejected the idea. On December 30, 1987, Blasius formalized their proposal and also requested the election of eight new board members. This would increase the size of the board from eight to 15, the maximum allowed under the corporate charter. Fearing a takeover by Blasius, the board held an emergency meeting the next day and amended the bylaws to add two additional board members. This move was designed to prevent Blasius from seizing an eight to seven advantage on the board at the next election. Blasius sued Atlas, seeking to void the board’s December 31, 1987 action as inequitable.
Rule of Law
Holding and Reasoning (Allen, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 170,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,800 briefs, keyed to 187 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.