News & Analysis as of

Buyers Restrictive Covenants

Levenfeld Pearlstein, LLC

“It’s Not Business, It’s Personal”: The Application of Personal Goodwill in Accounting Firm Deals

Personal goodwill refers to the reputation, relationships, and other intangible assets directly attributable to an individual professional rather than the business entity itself. It is especially relevant for professional...more

Rivkin Radler LLP

Letters of Intent – Negotiating the Framework of Your Transaction

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In our last installment, we discussed some of the initial steps involved in the process of selling a dental practice, including preparing your practice for sale and finding a potential suitor. Specifically, we described ways...more

Sheppard Mullin Richter & Hampton LLP

Buyer Beware: Delaware Courts Continue to Refuse to Enforce Deal-Based Non-Competes

In a blog earlier this year, we discussed the Delaware Chancery Court’s refusal to enforce a sale of business non-compete in Kodiak Building Partners, LLC v Adams. We wondered then whether Kodiak represented a one-off...more

Flaster Greenberg PC

FTC Noncompete Ban Could Harm Buyers And Sellers In M&A

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This article originally ran in Law360 on February 10, 2023. All rights reserved.  As federal and state governments consider limiting or prohibiting employee noncompetition agreements or other restrictive covenants, the...more

Sheppard Mullin Richter & Hampton LLP

7 Key Value-Adding LOI Terms

A well-crafted letter of intent (“LOI”) adds value for the negotiating principals by helping to ensure the parties are in agreement on key deal terms before they spend significant time and money on diligence and definitive...more

Steptoe & Johnson PLLC

Don’t Forget Taxes When Negotiating Non-Competes

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Exception to FTC Proposal Although the Federal Trade Commission (FTC) has proposed a ban on non-compete agreements, the proposal contains an exception in certain business acquisitions where the seller enters into a...more

Dickinson Wright

Due Diligence Strategies: How Buyers Can Preserve Human Capital in Healthcare M&A

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Merging with or acquiring healthcare entities can often be complex, with many competing considerations. As purchase price is contemplated, acquiring entities are not only evaluating the profits of the entity being acquired...more

Troutman Pepper

Court of Chancery Strikes Down Restrictive Covenants Designed to Protect Private Equity Investments Beyond the Target

Troutman Pepper on

Recently, the Delaware Court of Chancery issued a decision regarding restrictive covenant agreements that will likely have an immediate impact on the scope of restrictive covenants in private equity transactions. In the...more

Bradley Arant Boult Cummings LLP

Beauty (and Value) In the Eye of the Beholder: What Is My Private Company Truly Worth

It is common for private company owners to wonder what price they would receive if their company was offered for sale. When a business owner wants to formally determine the company’s actual value in the marketplace, however,...more

Sheppard Mullin Richter & Hampton LLP

Buyer (and Seller) Beware: The FTC Is and Will Come for Your M&A Non-Competes

Since President Biden’s July 2021 direction to the Federal Trade Commission (“FTC”) to “curtail the unfair use of non-compete clauses and other clauses or agreements that may unfairly limit worker mobility,” the FTC has...more

Williams Mullen

[Webinar] M&A Webinar Series: Key Considerations for Insurance Brokerage Transactions - April 19th, 11:00 am - 11:15 am EST

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Insurance brokerage deals surged in Q4 2021 and have continued to remain at peak levels throughout Q1 2022. Our team at Williams Mullen handled more than 50 of these transactions in the past two years alone, and, in doing so,...more

Ward and Smith, P.A.

Five Things to Consider When Selling Your CBD Business

Ward and Smith, P.A. on

For many business owners, the intended exit strategy is to sell to a competitor or a larger company, thereby taking advantage of the upside on the value they have created through years of diligent and hard work building a...more

Burr & Forman

SC body bag noncompete case exhumed, revisited

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Two years ago, we wrote about a noncompete decision in which a special referee found a business seller had breached a sales agreement by violating both a noncompete covenant and an exclusive sales provision contained in the...more

Blake, Cassels & Graydon LLP

Top 10 Issues for Employers, Issue #8: Employment Considerations in Business Transactions

This is the eighth instalment in our Top 10 Issues for Employers series, focusing on employment considerations in business transactions. Specifically, this instalment discusses key employment and labour issues that a...more

Parker Poe Adams & Bernstein LLP

South Carolina Court of Appeals Says 150-Mile Geographic Restriction in Non-Compete is Unreasonable

South Carolina courts evaluate the enforceability of non-compete provisions executed in the employment context and in connection with the sale of the business under the same reasonableness test. To be enforceable in South...more

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