Richards Layton & Finger

Delaware Corporate Law Webinar [Audio only]
Versata Enterprises, Inc and Trilogy, Inc. v. Selectica, Inc.

October 19, 2010



In this free 30-minute webinar, we reviewed the Supreme Court's opinion and then focused primarily on the "lessons learned" from the first actual use of an NOL rights plan, with emphasis on the technical aspects of adopting and implementing such a plan, including:

  • Board deliberations and the use of experts in the boardroom
  • Inclusion of delay and exchange features in the rights plan
  • Determining whether the rights should be exchanged or allowed to "flip in" in the NOL context
  • Distributing shares upon exercise or exchange (including the formation of a trust, dealing with rules and regulations of stock exchanges, etc.)
  • The use of a continuing review committee
  • Dealing with exemption requests

Presenters for this webinar included Selectica's trial and appellate counsel, Gregory V. Varallo. Following the presentation, participants had the opportunity to submit questions to Mr. Varallo and the other Richards Layton attorneys on the panel. This special webinar is intended for attorneys who practice in mergers and acquisitions, corporate governance, and/or corporate finance.