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Mergers Non-Solicitation Agreements

Foley & Lardner LLP

A Snapshot Of The Evolving Restrictive Covenant Landscape

Foley & Lardner LLP on

In recent months, noncompete agreements have become a hotly contested topic in the realm of employment law. It seems that new precedent emerges on this topic week after week, leaving employers and deal-makers alike concerned...more

Latham & Watkins LLP

Restrictive Covenant Crackdown Poses New Challenges for M&A Deal Teams

Latham & Watkins LLP on

Corporates and deal teams should pay careful attention to drafting non-competes and other restrictive arrangements as UK, EU, and US regulators step up enforcement. Regulators on both sides of the Atlantic are placing...more

Bracewell LLP

FTC Proposes Sweeping Changes to US Merger Filing Requirements

Bracewell LLP on

On June 27, 2023, the Federal Trade Commission (FTC), in concurrence with the Antitrust Division of the US Department of Justice (DOJ), announced a proposal to drastically overhaul the Hart-Scott-Rodino (HSR) premerger...more

Allen Matkins

Pre-Merger Non-Solicitation Ban Yields No Antitrust Claim

Allen Matkins on

It is rare that for an employer to instruct its employees not to try to lure aware a competitor's customers.  It is rarer still when an employer fires an employee for doing so.  These may be rare events, but apparently (or at...more

Davies Ward Phillips & Vineberg LLP

Employers Beware: Amendments to the Canadian Competition Act’s Criminal Conspiracy Provisions Take Effect

Amendments to the Canadian Competition Act (Act), taking effect on June 23, 2023, will make it a criminal offence for unaffiliated employers to agree, conspire or arrange to: •“fix, maintain, decrease or control salaries,...more

Snell & Wilmer

Blue Pencils Down: The Recent Delaware Non-Compete Case Trifecta

Snell & Wilmer on

Over the past six months, the Delaware Court of Chancery has issued a series of decisions narrowing the scope of permissible non-compete agreements, while declining to “blue pencil” those provisions to render them...more

Flaster Greenberg PC

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

Flaster Greenberg PC on

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

Latham & Watkins LLP

No-Poach Prosecutions: A Growing Problem for M&A Deal Teams?

Latham & Watkins LLP on

M&A deal teams should take note of heightened scrutiny of HR and employment practices by antitrust enforcers in the US and Europe. No-poach, non-solicitation, and wage-fixing agreements - arrangements between companies...more

McDermott Will & Emery

FTC Challenges Axon’s Consummated Acquisition of Body-Worn Camera Competitor

McDermott Will & Emery on

The US antitrust regulators continue to challenge consummated transactions. On January 3, 2020, the FTC filed an administrative complaint against Axon Enterprise, Inc., challenging its consummated acquisition of VieVu, a...more

Morris James LLP

Chancery Finds Prospective Purchaser May Pursue Breach Claims Against Target Despite Termination Fee Payment

Morris James LLP on

Genuine Parts Company v. Essendant Inc., C.A. No. 2018-0730-JRS (Del. Ch. Sept. 9, 2019). Termination fee provisions are commonplace buy-side protection in M&A transactions intended to recoup a failed prospective...more

A&O Shearman

Delaware Court Of Chancery Denies Motion To Dismiss Merger Agreement Breach Claims Even Though Defendant Paid The Contractual...

A&O Shearman on

On September 9, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied Essendant Inc.’s motion to dismiss an action for breach of a merger agreement brought by Genuine Parts Company...more

Nutter McClennen & Fish LLP

M&A 101: Basic Considerations in Transaction Negotiations

Q: What are the key considerations related to any deal structure? There are four: tax effects, transfer of liability, third party consents, and shareholder approval. Tax effects from transactions can be complex and are...more

Cooley LLP

Blog: Non-Competes for California Employees in M&A Deals: Don’t Fudge It

Cooley LLP on

Post-employment non-compete covenants are generally invalid in California, with certain limited but important exceptions like when a business or associated goodwill is sold and the buyer – as part of the deal – wants to...more

Cooley LLP

Blog: Treatment of M&A Non-solicits and Employee Comp Diligence Under New Antitrust Guidelines

Cooley LLP on

Last month, the FTC and DOJ issued a set of antitrust guidelines addressing certain employment and compensation practices that are most likely to occur in the high-tech and healthcare industries where highly-skilled employees...more

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