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Versata and Selectica File Briefs in Appeal of NOL Pill Case

By Harvard Law School Program on Corporate Governance

Versata, Inc. and Selectica, Inc. have filed briefs in Versata's appeal of the Delaware Chancery Court's decision in Selectica, Inc. v. Versata, Inc. [1]. That decision was discussed on the Forum in this post by David Katz. In brief, Vice Chancellor Noble upheld the use by Selectica of a rights plan or "poison pill" that had a 4.99% threshold, which was designed to protect certain non-operating losses (NOLs) of Selectica. Versata had deliberately triggered the rights plan by purchasing 6.7% of Selectica's common stock. After Versata refused to enter into a standstill agreement that would allow the Selectica board more time to consider their response, the board implemented the exchange feature of the rights plan, diluting Versata's holding to 3.3%.

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Full post as published by The Harvard Law School Corporate Governance Blog on June 22, 2010 (boomark / email).