Write who can still spend, ship, hire, and count the result after you sign.
In Fortis Advisors LLC v. Krafton, Inc., the 16 March 2026 phase-one opinion found that Krafton breached by terminating key employees without valid cause and by seizing operational control, and it ordered that control restored. Earnout impairment and money damages were reserved. The lesson for a founder, short of that court’s remedy, is to connect contingent payment with practical control before signing.
Write who controls launch, budget, staffing, and the measurement during the earnout, which document says so, and what happens if that person is removed. Cooley’s note on single-trigger and double-trigger acceleration, last reviewed 20 April 2022, is US practice: a sale and a termination are different events, and the grant controls. It is not a promise that your earnout survives a change of control.
Question. When an earnout depends on future performance, who controls the budget, the launch, employment, and the measurement?
C.A. No. 2025-0805-LWW, Vice Chancellor Will. Submitted 9 January 2026, decided 16 March 2026. The opinion was read for this pass. Phase One entered judgment that Krafton breached the equity purchase agreement by terminating the key employees without valid cause and by seizing operational control of Unknown Worlds. The remedy is specific performance: Edward Gill is reinstated as CEO with operational authority, and the base earnout testing period is extended by 258 days to 15 September 2026. The opinion says whether Krafton’s actions wrongfully impaired the earnout, and whether any resulting money damages are owed, are reserved for the second phase. One Delaware dispute. Not a rule for other contracts, and not a current docket status.
US startup and venture practice writing. The page says the terms may be understood differently in other contexts, including public companies. Single-trigger acceleration is vesting that speeds up on one event, often a sale, and sometimes an involuntary termination. It says this is not the norm even for founders and key executives. Double-trigger acceleration needs two events. Rights depend on the grant and on local law. The page does not create a power to take shares that have already vested.