Delaware Chancery Court Upholds Adoption And Use Of Poison Pill Triggered By Competitor’s Acquisition Of Stock


RE: Selectica, Inc. v. Versata Enterprises, Inc. (C.A. No. 4241-VCN)

On February 26, 2010, the Delaware Court of Chancery issued a post-trial opinion upholding the adoption and use of a poison pill aimed at preserving net operating losses (NOLs)1 of Selectica. This decision updates the guidance and analysis set forth in Moran v. Household Int’l.2 and Unocal Corp. v. Mesa Petroleum Co.3 concerning the adoption and use of defensive measures generally, and in particular the use of poison pills.

While the court stressed the fact-specific limits of its holding, the decision is important for a number of reasons, including that this is the first opinion issued by a Delaware court upholding a modern poison pill that was triggered by a potential acquirer/hostile bidder. The court’s opinion includes a number of important points for companies, including the following...

Please see full alert below for more information.

LOADING PDF: If there are any problems, click here to download the file.

Written by:


Wilson Sonsini Goodrich & Rosati on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.