Charles and David Koch sued the Cato Institute, and four of its directors: John Malone, Lewis Randall, Donald Smith and William Dunn. The K brothers claim the four men were improperly added to the board at the March 22 shareholders meeting, which expanded the board from 16 to 20 members.
The K brothers claim that Crane and Levy called a special directors meeting on March 22, to stack the board in their favor.
The complaint states in part:
Indeed, at the time the agenda was circulated, Cato's Board did not have the power to fill newly created dictatorships [sic?].It had the power to fill 'vacancies' caused by the death, resignation, or incapacity of a dictator on an interim basis; but the creation of new directorships does not result in 'vacancies' as that term is understood under Kansas law. ...Despite the seemingly noncommittal wording of Agenda Item V, it quickly became apparent that Crane and Levy had a preconceived plan expand the size of the board and to fill the newly created directorships with additional Crane/Levy supporters and that they were prepared to railroad the plan through without adequate notice, discussion, or debate.