Try our Advanced Search for more refined results

Expert Analysis

Tips From Del. Decision Nixing Major Earnout Damages Award

By Scott Crofton, Jacob Croke and Andrew Lin ( February 11, 2026, 4:02 PM EST) -- On Jan. 12, the Delaware Supreme Court vacated in part what had been the largest earnout-related damages award in Delaware history. The court held in Johnson & Johnson v. Fortis Advisors LLC that the implied covenant of good faith and fair dealing — a narrow doctrine permitting courts to imply terms where a contractual gap threatens the parties' reasonable expectations at signing — did not itself obligate the buyer to pursue an alternative regulatory approval pathway after the one specified in the merger agreement, and tied to earnout milestones, became unavailable....

Law360 is on it, so you are, too.

A Law360 subscription puts you at the center of fast-moving legal issues, trends and developments so you can act with speed and confidence. Over 200 articles are published daily across more than 60 topics, industries, practice areas and jurisdictions.


A Law360 subscription includes features such as

  • Daily newsletters
  • Expert analysis
  • Mobile app
  • Advanced search
  • Judge information
  • Real-time alerts
  • 450K+ searchable archived articles

And more!

Experience Law360 today with a free 7-day trial.

Start Free Trial

Already a subscriber? Click here to login

Attached Documents

Related Sections

Law Firms

Companies

Government Agencies