Non-Compete Covenants in M&A: Structuring to Bind Sellers and Key Employees
Navigating State Laws and Recent Court Cases Regarding Enforceability
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will offer guidance in drafting non-compete clauses in contracts for the purchase and sale of a business. The panel will also discuss related non-compete agreements for key employees, sellers, and founders of the target entity, and the limitations associated with each. The panel will examine recent case law regarding the enforceability of non-competes in New York, Delaware, and California.
- Non-compete covenants incident to the sale of a business
- Key documentation
- Key provisions
- Merger clause
- Non-competes for key employees: federal and state law limitations
- Including founders and major shareholders in non-compete covenants
- Enforceability: comparing New York, Delaware, and California laws
The panel will review these and other critical issues:
- Where and when to address non-competition matters relating to a to-be-acquired business in M&A deal documentation
- What are some essential requisites to enforceability? How should non-competition covenants be documented?
- Why are non-compete covenants treated differently when part of an employment agreement?
- What steps should an acquiring company take to ensure a non-compete agreement also binds significant shareholders, affiliates, and sellers?
Blair R. Springer
Mr. Springer's practice focuses on corporate finance, mergers and acquisitions, private equity and venture capital... | Read More
Mr. Springer's practice focuses on corporate finance, mergers and acquisitions, private equity and venture capital transactions, and tax.Close
Benjamin E. Stockman
Mr. Stockman practices in all areas of labor and employment law. Ben has handled a range of legal matters involving... | Read More
Mr. Stockman practices in all areas of labor and employment law. Ben has handled a range of legal matters involving wage and hour issues, employment discrimination, equal pay, family and medical leave, disability, and employee discipline and termination. He also handles traditional labor matters, including defending companies in proceedings before the National Labor Relations Board (NLRB). Mr. Stockman has a bicoastal practice and advocates for employers in federal and state courts, including preliminary injunctions, trials, appellate practice, depositions, subpoenas, and motions practice. he has substantial experience defending clients against employment collective and class actions.Close
Daniel G. Straga
Mr. Straga is an associate in Venable's Corporate Practice in the Washington, DC office, where he counsels publicly... | Read More
Mr. Straga is an associate in Venable's Corporate Practice in the Washington, DC office, where he counsels publicly and privately held companies on a wide variety of corporate and business matters across a range of industries. He has advised both strategic companies and financial sponsors in mergers and acquisitions and private equity transactions. With a particular focus on cross-border acquisitions, divestitures, and reorganizations, he has offered recommendations to clients on transactions touching over 60 countries throughout Europe, Asia, the Middle East, Africa, Latin America, and South America.Close