Selectica, Inc. v. Versata Enterprises, Inc.: Delaware Court of Chancery Approves Net Operating Loss Poison Pill

On February 26, 2010, the Delaware Court of Chancery issued its decision in Selectica, Inc. v. Versata Enterprises, Inc. holding that the adoption and implementation of a poison pill with a 4.99% trigger designed to protect a company's potentially valuable net operating losses ("NOLs") was a valid exercise of a board's business judgment. Selectica is a Delaware court's first application of Unocal outside of the hostile takeover context.