The Delaware Court of Chancery, in Shareholder Representative Services, LLC v. Shire US Holdings, Inc., et al., C.A. No. 2017-0863-KSJM, memo. op. (Del. Ch. Oct. 12, 2020), finds that a condition to defendant business buyer’s obligation to make a milestone payment to selling stockholders was a condition subsequent rather than precedent, placing the burden of demonstrating that the condition was not satisfied on buyer, and finds plaintiff entitled to payment.
NEW: Morris James discusses the decision in Chancery Enters Judgment for Seller On Post-Closing Milestone Payment Claim Because Buyer Failed to Establish Occurrence of Condition Subsequent.
$$$ Law360 discusses the decision in Shire Owes $45M Milestone After Life Science Acquisition.