News & Analysis as of September 23, 2024

Non-Compete Agreements › Purchase Agreement

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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 -

The Impact of Indiana’s Restrictions on Physician Non-Compete Agreements

Amundsen Davis LLC on 11/10/2023

Recent Indiana legislative sessions have limited the ability of health care entities to enter non-compete agreements with physicians, and the impact of that legislation is starting to be seen. By way of background, prior...more

Frighteningly Smooth Dental Practice Transitions: Avoiding Scary Legal Pitfalls

Mandelbaum Barrett PC on 11/3/2023

As Halloween approaches, dental practice owners may not be thinking about ghosts and ghouls, but there’s something equally spine-chilling for many practitioners: dental practice transitions. Whether you’re looking to buy,...more

The Employment Law Reporter - Summer 2023

Rivkin Radler LLP on 7/6/2023

Here is what we cover in this issue of The Employment Law Reporter: •A New York trial court has ruled that the purchaser of a medical practice could not enforce a noncompete provision contained in the purchase agreement...more

The FTC and Non-Competes - Impact on M&A Transactions

Bilzin Sumberg on 6/26/2023

Non-competition agreements and similar restrictive covenants form a bundle of rights and obligations that are hotly negotiated between buyers and sellers in every M&A transaction. These covenants often represent tradeoffs...more

Recent Non-Compete Trends: Courts Continue To Enforce Non-Competes While Politicians Seek To Narrow Them

MoFo Employment Law Commentary (ELC) on 4/6/2023

The FTC’s Notice of Proposed Rulemaking of its Non-Compete Clause Rule, which would ban non-competes altogether if promulgated, opened 2023 with a bang. Whether it goes into effect, in what form, and whether the Rule will...more

M&A in Brief: Q2 2023

Nutter McClennen & Fish LLP on 4/5/2023

Chancery Court Provides Additional Guidance on Disclosure Requirements for Corwin Analysis - One of the most significant decisions of the Delaware Chancery Court in the last 15 years was the court’s ruling in Corwin v....more

Restrictive Covenants in Connection With a Sale of a Business Cannot be Overbroad

Lowenstein Sandler LLP on 11/4/2022

Business owners and transaction lawyers who view non-compete agreements as standard in connection with the sale of a business should be careful not to overreach in imposing restrictive covenants on sellers in purchase...more

What They Don’t Tell You When You Sell Your Company

Greenberg Glusker LLP on 1/12/2021

Selling your company for a huge profit sounds enticing. What could be wrong with getting a huge up-front payment at capital gain rates in lieu of years of future sweat for an uncertain return and ordinary income treatment?...more

Client Alert: Virginia Court Invalidates Government Contractor’s Non-Competition and Non-Solicitation Agreement with Independent...

Hogan Lovells on 3/2/2020

In January 2020, Judge John Tran of the Fairfax County Circuit Court in Virginia held unenforceable non-competition and non-solicitation provisions in a government contractor’s consulting agreements entered into with...more

FTC Settlement Agreement Demonstrates Commissioners’ Competing Views on Merger Non-Competes

McDermott Will & Emery on 10/7/2019

What Happened - • DTE and Enbridge’s natural gas pipeline joint venture, Nexus, agreed to purchase the Generation Pipeline (Generation). •Generation was owned by a group of sellers including North Coast Gas Transmission...more

Merger Non-Compete Clauses – Be Lawful or Be Gone

Orrick - Antitrust Watch on 9/19/2019

Non-compete clauses are commonly included in M&A agreements. Although generally recognized as lawful, non-competes must fulfill certain requirements to comply with antitrust and competition laws. A recent FTC enforcement...more

SC body bag noncompete case exhumed, revisited

Burr & Forman on 10/23/2018

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

Non-Competes in the Employment Context Revisited

Burr & Forman on 9/17/2018

In 2016 we wrote about a non-compete decision where special referee found that a seller of a business had breached a sales agreement by violating both a non-compete covenant and an exclusive sales provision contained in the...more

S.C. Supreme Court Says 150-Mile Radius Reasonable for Sale of Business Noncompete

Parker Poe Adams & Bernstein LLP on 9/4/2018

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

Purell and Simple: The “Unclean Hands” Doctrine as a Bar to Equitable Relief

A&O Shearman on 4/18/2018

Following a well-developed line of precedent, the Delaware Court of Chancery recently declined to grant equitable relief to a party seeking an injunction with respect to non-compete provisions because the requesting party had...more

Rhode Island Court Gives Assignability of Employee Non-Competes a Haircut

Ogletree, Deakins, Nash, Smoak & Stewart,... on 7/11/2017

Last month, a Rhode Island trial court held that a hairdresser’s noncompetition agreement with the salon for which she had been working, which sold its assets to a successor salon, was not transferable to the successor...more

Purchaser of Assets in North Carolina Should Not Rely on Assign Ability of Seller's Non-Compete Agreements

Parker Poe Adams & Bernstein LLP on 3/22/2017

We regularly field questions from companies in the process of an asset purchase, asking whether they can obtain an assignment of the seller’s non-competition agreements with its employees. While this question has never been...more

Texas Appellate Court Holds Condition Subsequent in Noncompete Agreement Excused Former Employee’s Competitive Activities

Seyfarth Shaw LLP on 12/28/2016

A Texas Court of Appeals affirmed a summary judgment last month in favor of an ex-employee declaring that a noncompete clause in an asset purchase agreement and separate noncompete agreement did not bar him from competing...more

Does General Release Also Cover Noncompete Agreement?

Morris James LLP on 11/20/2015

In determining the proper scope of the general release, the court analyzed both the express contract language and the parties' negotiations. Regarding the express contract language, the court found that the general release...more

North Carolina Court of Appeals Rewrites Geographic Territory of Non-Compete in Business Purchase Agreement

Parker Poe Adams & Bernstein LLP on 8/18/2014

When it comes to non-compete agreements, North Carolina is a “blue pencil” state. This is a legal term meaning that when faced with an agreement that is overbroad or unreasonable when applied to the particular circumstances...more

Covenant, Shmovenant? Ten-Year Nationwide Non-Compete in Asset Purchase Agreement Forms the Basis for Tortious Interference With...

Mintz - Employment, Labor & Benefits... on 12/5/2013

Once again we are reminded that covenants not to compete given in connection with the sale of a business are an entirely different species from the employment kind. Last week, in Oros & Busch Application Technologies, Inc. v....more

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Non-Compete Agreements › Purchase Agreement

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