Delaware Courts Sharpen Focus on Earn Outs: Review of Recent Case Law and Practical Guidance for Dealmakers

Two recent Delaware decisions on earn-out disputes offers critical guidance to dealmakers and counsel for framing earn out provisions and disputes. Two 2026 decisions (the Delaware Supreme Court’s ruling in Fortis Advisors LLC v. Johnson & Johnson(J&J) and the Court of Chancery’s opinion in Fortis Advisors LLC v. Krafton, Inc. (Krafton)) address buyer interference with earn-out opportunities, but through different legal mechanisms.... By: Nossaman LLP