This Sidley blog compares and contrasts two recent Chancery Court decisions — Shareholder Representative Services. LLC v. Alexion Pharmaceuticals, Inc. and Himawan v. Cephalon, Inc. — both involving acquisitions of development-stage biotech companies and both interpreting an earnout provision’s objective or outward-facing definition of “commercially reasonable efforts.” Interestingly, both buyers were later acquired by larger pharma companies. Both earnouts included a discretion […]