Fortis Advisors LLC

Rule Changes

Plaintiff; won on efforts breach but lost implied covenant claim

Delaware's courts have long served as the final word on American corporate disputes. On January 12, 2026, the state's Supreme Court issued a ruling that will reshape how companies structure billion-dollar acquisitions: when a merger agreement specifies a particular path to an earnout payment, courts will not rescue sellers who failed to negotiate alternatives.

Updated Feb 4