Corporate Governance

Selectica Files Final Brief in Appeal of NOL Pill Case

By Harvard Law School Program on Corporate Governance

Selectica, Inc. has filed its final reply to Versata?s appeal of the Delaware Chancery Court?s decision in Selectica, Inc. v. Versata, Inc. [1], ahead of oral argument in the appeal scheduled for next week. The decision was discussed on the Forum in this post by David Katz and summarized here. 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 July 02, 2010 (boomark / email).