VERSATA ENTERPRISES v. SELECTICA, INC.

No. 193, 2010.

5 A.3d 586 (2010)

VERSATA ENTERPRISES, INC. and Trilogy, Inc., Defendants/Counter-claim Plaintiffs Below, Appellants/Cross Appellees, v. SELECTICA, INC., Plaintiff Below, Appellee/Cross Appellant, and Selectica, Inc., James Arnold, Alan B. Howe, Lloyd Sems, Jim Thanos, and Brenda Zawatski, Counterclaim Defendants Below, Appellees/Cross Appellants.

Supreme Court of Delaware.

Decided: October 4, 2010.


Attorney(s) appearing for the Case

Megan Ward Cascio, Esquire , Leslie A. Polizoti, Esquire and Ryan D. Stottmann, Esquire , Morris, Nichols Arsht & Tunnell, LLP, Wilmington, Delaware, and Nicholas Even, Esquire (argued) and Daniel Gold, Esquire , Haynes and Boone, LLP, Dallas, Texas, for appellants.

Gregory V. Varallo, Esquire (argued), Lisa A. Schmidt, Esquire , John D. Hendershot, Esquire , Ethan A. Shaner, Esquire , Scott W. Perkins, Esquire and Jillian G. Remming, Esquire , Richards, Layton & Finger, P.A., Wilmington, Delaware, and Jonathan S. Kitchen, Esquire and Christian H. Cebrian, Esquire , Cox, Castle & Nicholson, LLP, San Francisco, California, for Selectica, Inc., James Arnold, Alan B. Howe, Lloyd Sems, James Thanos and Brenda Zawatski.

Before STEELE, Chief Justice, HOLLAND, BERGER, JACOBS and RIDGELY, Justices, constituting the Court en Banc.


HOLLAND, Justice:

This is an appeal from a final judgment entered by the Court of Chancery. On November 16, 2008 the Board of Directors of Selectica, Inc. ("Selectica") reduced the trigger of its "poison pill" Shareholder Rights Plan from 15% to 4.99% of Selectica's outstanding shares and capped existing shareholders who held a 5% or more interest to a further increase of only 0.5% (the "NOL Poison Pill"). Selectica's reason for taking such action was to protect the...

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