Case Study: Versata And Trilogy V. Selectica

Law360, New York (October 28, 2010, 11:19 AM EDT) -- Recently, in Versata Enterprises Inc. and Trilogy Inc. v. Selectica Inc., the Delaware Supreme Court addressed for the first time the validity of a net operating loss shareholder rights plan (NOL poison pill) and affirmed the Delaware Court of Chancery’s ruling upholding the adoption of an NOL poison pill, rejecting the application of the business judgment rule but nevertheless setting a high bar for shareholders seeking to challenge the adoption and implementation of such pills as a breach of fiduciary duty. (Haynes and Boone LLP acted...
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