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In the first court review of a shareholder rights plan (commonly referred to as a "poison pill") designed to protect the corporation's net operating losses ("NOL"), the Court of Chancery applied enhanced scrutiny review under the Unocal standard and held that the adoption of a low-trigger NOL poison pill and the decisions to authorize the exchange of rights for common stock following a deliberate triggering of the plan and to renew the NOL poison pill (thereby "reloading" the pill) were entitled to deference under the business judgment rule
In this memorandum opinion involving an indemnification agreement entered into in connection with a spin-off and merger, the Court of Chancery addressed plaintiffs’ motions for summary judgment and substitution of parties
