Hilton Hotels Corp. (Hilton) (plaintiff) announced a tender offer for ITT Corp. (ITT) (defendant) stock at $55 per share. Hilton also announced that it would be initiating a proxy contest at ITT’s next annual meeting. ITT rejected Hilton’s tender offer and constructed a defensive plan to split ITT into three distinct entities. The plan restructured the ITT board of directors, keeping the same directors, but staggering the board into three classes with each class comprised of three directors, and one class elected each year. ITT sought to implement the plan before its next annual meeting and without shareholder approval. Hilton brought suit, seeking an injunction enjoining ITT from adopting the plan and a declaration that ITT may not implement the plan without a shareholder vote.