Johnson & Johnson

Rule Changes

Defendant; won reversal on implied covenant but owes damages for efforts breach

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