Versata Enterprises v. Selectica, Inc.

Summary

The Supreme Court of Delaware affirmed the Court of Chancery’s judgment validating Selectica’s NOL poison pill, its subsequent exchange that diluted Trilogy’s holdings, and the reloaded poison pill. Applying enhanced scrutiny, the court held that Selectica reasonably identified a threat to valuable NOLs and adopted defensive measures that were neither coercive nor preclusive and were proportionate to that threat. The court also affirmed the denial of attorneys’ fees because the conduct relied upon formed the substance of the underlying claim and did not establish an abuse of discretion.