Versata Enterprises, Inc. and Trilogy, Inc., Defendants/counterclaim Below, Appellants/cross v. Selectica, Inc…

Summary

The Supreme Court of Delaware affirmed the Court of Chancery’s judgment validating Selectica’s NOL poison pill, the subsequent exchange that diluted Trilogy’s holdings, and the reloaded poison pill. The court held that the board’s actions satisfied enhanced scrutiny under Unocal because the board reasonably identified a threat to valuable NOLs and adopted defensive measures proportionate to that threat. The court also affirmed denial of attorneys’ fees because the alleged bad-faith conduct formed the basis of the substantive claim rather than independently occurring during or in connection with the litigation.