Private Equity M&A Fundamentals 2026: How Sponsors Structure Deals and Exits – and How to Draft Earnouts That Survive J&J v. Fortis

Litigation attorney Patrick Reagin will participate in a myLawCLE program reviewing how private equity investors and deal sponsors should approach deal structuring in light of three Delaware decisions affecting earnouts. Johnson & Johnson v. Fortis Advisors, Fortis Advisors v. Krafton and Fortis Advisors v. Stillfront touch on implied covenants, specific performance, arbitration, earnout calculations and more, forcing dealmakers to revisit drafting and negotiating earnout provisions. Patrick will walk attendees through how these rulings affect mergers and acquisitions (M&A) strategy and planning, treating them as case studies in efforts covenants, anti-interference protections, operational control rights, fraud carveouts and dispute resolution mechanisms. He will impart drafting lessons for deal counsel representing buyers, sellers and private capital sponsors, beginning with an overview of current market data on purchase price adjustments and earnout achievements before explaining the implications of that data for the M&A process. Attendees will leave with an understanding of what the Fortis decisions mean for them in practice and how they can retool their earnouts approach to maximize post-closing value.