Judge Largely Finds for Zimmer Biomet in Earnout Dispute, The Deal
2026年05月05日Morgan Lewis achieved a significant win for Zimmer Biomet Holdings Inc., with partners Troy Brown, Su Jin Kim, and Jody Barillare representing the company in a Delaware Court of Chancery earnout dispute arising from its acquisition of Embody Inc.
As reported by The Deal, the court dismissed most claims brought by the Embody shareholders, including allegations that Zimmer Biomet breached the implied covenant of good faith and fair dealing and failed to use commercially reasonable efforts to achieve earnout milestones.
The decision underscores the high bar for earnout-related claims and affirms the enforceability of negotiated contractual standards, while allowing only a narrow portion of a fraud claim to proceed.
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