Delaware Supreme Court Upholds Extracontractual Fraud Claim in Earnout Dispute

In Johnson & Johnson v. Fortis Advisors LLC, the Delaware Supreme Court, in pertinent part, affirmed the Court of Chancery’s finding of extracontractual fraud in the earnout context against the buyer (J&J). The underlying merger agreement contained a one-way anti-reliance provision enforceable against J&J and no reciprocal anti-reliance provision from the seller (Auris). The Court … Continued