News & Analysis as of September 24, 2024

Non-Compete Agreements › Limited Liability Company (LLC)

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Non-Compete Agreements are contracts, typically formed in employment or business purchase contexts, where one party agrees to refrain from engaging in a particular line of work or pursuing business within a certain industry or locale. The purpose of these agreements is to protect employers or business purchasers from competition stemming from former employees or former owners of a business. less -

California Court Opines On Fiduciary Duties Of LLC Members And Covenants Not To Compete

Allen Matkins on 8/22/2024

Yesterday, the Fourth District Court of Appeal issued a noteworthy opinion addressing at least two significant questions. Samuelian v. Life Generations Healthcare, LLC, 2024 WL 3878448....more

FTC Non-Compete Ban Lawsuits Update: Eastern District of Texas Stays Chamber of Commerce Suit in Favor of Ryan LLC as...

Seyfarth Shaw LLP on 5/6/2024

On May 3, 2024, the United States District Court for the Eastern District of Texas entered an Order staying the proceedings in Chamber of Commerce v. FTC by granting the FTC’s motion to apply the first-to-file doctrine, in...more

The Family-Owned Business, Stock Options, And Personal Goodwill – a Smorgasbord of Tax Issues

Rivkin Radler LLP on 2/9/2024

Many of us have encountered variations of the following scenario: a parent owns and operates a business; one or more of their children are employed in the business; as the children mature and become more experienced and...more

Is the Delaware Supreme Court Pushing Back on Chancery’s Suspicion of Non-Competes?

Ballard Spahr LLP on 2/8/2024

The Delaware Court of Chancery has been increasingly willing of late to strike down non-compete covenants as overbroad, a trend accompanied by a growing unwillingness to “blue pencil” agreements by narrowing terms to what the...more

Sundering Noncompetes From The Internal Affairs Doctrine

Allen Matkins on 12/18/2023

Last week, I wrote about a recent Delaware case involving an attempt to enforce a non-compete provision in a limited liability company agreement. Sunder Energy, LLC v. Jackson, 2023 WL 8166517. The case was brought in the...more

Will Your Next California Non-Compete Dispute Be Adjudicated In The Delaware Court Of Chancery?

Allen Matkins on 12/15/2023

Sunder Energy, LLC recently sought to enforce a non-compete agreement against its former head of sales in the Delaware Court of Chancery. Sunder Energy, LLC v. Jackson, 2023 WL 8166517. Vice Chancellor J. Travis Laster...more

U.S. District Court in Massachusetts Weighs in on the ‘Material Change’ Doctrine and Nurse Noncompetition Exemption

Ogletree, Deakins, Nash, Smoak & Stewart,... on 9/21/2023

A recent ruling by the U.S. District Court for the District of Massachusetts in a restrictive covenant case, Ascend Learning, LLC v. Bryan and SPIN-Learning, LLC, No. 22-cv-11978 (August 16, 2023), has implications for the...more

[Virtual Half-Day Seminar] Real Estate Startup - April 18th, 9:00 am - 12:15 pm CST

Winstead PC on 4/7/2023

On April 18, join Winstead attorneys Trip Dyer, Ben Gehlbach, Daniel Bell-Garcia, Jacob Loehr, Matt Dzura, and Cole Gearhart, along with Whitley Penn Partner Shea Krachek, for our Real Estate Startup half-day virtual seminar....more

Common Diligence Issues for Startup and Emerging Technology Companies

Foley & Lardner LLP on 10/21/2022

As an emerging or startup technology company seeking funding, your focus is likely on your product - it is the core of your business. That being said, how you protect your technology and set up the company that owns it can be...more

Which Affiliates Are Bound by Restrictive Covenants Hinges on the Language the Parties Chose, Recent Rulings Stress

Skadden, Arps, Slate, Meagher & Flom LLP on 12/16/2021

In 2021, the Delaware Court of Chancery issued two decisions addressing when a contractual party’s affiliates are bound to restrictive covenants in an agreement. In the first case, Sixth Street Partners Management Company,...more

The Employment Law Reporter - Spring 2021

Rivkin Radler LLP on 4/28/2021

Here is what we cover in this issue of The Employment Law Reporter: •A federal court in New York has dismissed an employment discrimination lawsuit brought by a former employee of the City University of New York. ...more

Louisiana Expands Scope of Non-Competes Law to Include Partners, Shareholders and LLC Members

Proskauer - Law and the Workplace on 9/5/2020

Louisiana’s amended non-competition statute (La. R.S. 23:921), which meaningfully expands the application of employment-related non-compete restrictions within the state, went into effect on August 1, 2020. This amendment...more

Is There a Business Doctor in the House? Five Business Health Check Points

Jaburg Wilk on 9/1/2020

People generally don't go into business because they are good at running businesses. Many people go into business because they are passionate about something and they want to share that passion with the world. Whether it's...more

Louisiana Expands its Non-Compete Statute in Favor of Companies

Seyfarth Shaw LLP on 8/20/2020

In a strengthening of company contractual rights, the Louisiana Legislature recently expanded its state non-compete statute by permitting a corporation, partnership, or limited liability company to enter into agreements with...more

Need to Know: Amendment to Louisiana Non-Compete Statute Took Effect on August 1, 2020

Epstein Becker & Green on 8/5/2020

Louisiana has long had in its statutes one of the nation’s most distinctive non-compete laws, and that statute has just been amended in a subtle but important way. LA. R.S. 23:921 essentially provides that every agreement...more

Louisiana Court Upholds Ruling Allowing for the Reformation of a Noncompetition Agreement

Ogletree, Deakins, Nash, Smoak & Stewart,... on 12/5/2019

The Louisiana Second Circuit Court of Appeal recently held that a noncompetition provision under La. R.S 23:921 affecting a former member of an accounting limited liability company (LLC) could be reformed when the scope of...more

Tech Support Independent Contractor Class Claims Climbing

Nilan Johnson Lewis PA on 5/21/2019

Wage-and-hour class litigation tends to come in waves. In 2019, we are seeing another wave gather on the horizon: misclassification collective actions alleging that companies have improperly classified at-the-elbow (“ATE”)...more

You Dissented From a Merger. Are You Bound by Your Non-Compete?

Farrell Fritz, P.C. on 3/26/2018

New York’s business-entity statutes, like those across the nation, provide minority owners with the right to dissent from a merger and to be paid the fair value of the dissenter’s ownership interest. Now assume the dissenter...more

Purchaser of LLC Units May Enforce Non-Compete Without Employee Consent

Mintz - Employment, Labor & Benefits... on 7/10/2015

As ubiquitous as limited liability company interests may be these days, litigants are still arguing over whether the sale of LLC membership units is like the sale of stock. When a stock sale takes place, the new owners of...more

New LLC Is Not Delivered By Sale Membership Interests

Allen Matkins on 6/29/2015

Readers of this blog should be well aware of California’s general antipathy to covenants not to compete. See links below. Other jurisdictions, however, are less averse. Assuming that a covenant not to compete is...more

More on California Non-Competes – But This Time from Delaware

Mintz - Employment, Labor & Benefits... on 2/5/2015

When it comes to California non-competes, you can never get enough clarity. And when that clarity comes from a Delaware Chancery Court, it adds a utility element that our corporate brethren appreciate....more

Court Of Chancery Rejects Delaware Choice Of Law

Allen Matkins on 2/3/2015

The public policies of California and Delaware both espouse freedom. Ironically, the freedoms that they espouse are antithetical to each other. California embraces the freedom of people to pursue any lawful and employment...more

Delaware Court Rules in Favor of Former LLC Member in LLC’s Competition Claim

Katten Muchin Rosenman LLP on 1/29/2014

Last week, the Delaware Court of Chancery ruled that because a limited liability company (LLC) agreement did not contain a provision precluding or restricting competition, i.e., a non-compete provision, a former member did...more

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Non-Compete Agreements › Limited Liability Company (LLC)

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