The Delaware Court of Chancery, in Selectica, Inc. v. Versata Enterprises, Inc., has upheld a corporation’s “poison pill” that was designed to protect the future availability of the corporation’s NOLs. The court held that a board of directors can validly conclude that the triggering stockholders’ acquisition of their company’s stock posed a threat to the company’s ability to use its NOLs under Section 382. Moreover, the court held that protecting a corporation’s NOLs can be a valid corporate objective. This article discusses the aspects of the case relevant to tax advisors and their clients.
Chicago
