Noncompete 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 video webinar with Q&A
This CLE course will offer guidance in drafting noncompete clauses for both sellers and key employees in connection with the purchase and sale of a business. The panel will examine recent case law regarding the enforceability of noncompetes in New York, Delaware, and California, as well as the effect of recent FTC proposed rulemaking that would generally prohibit noncompete clauses for workers. We will then discuss the impact of certain unique buyer and seller circumstances and how noncompetes can be tailored to address them.
- Noncompete covenants incident to the sale of a business
- Key documentation
- Key provisions
- Merger clause
- Noncompetes for key employees: federal and state law limitations
- Including founders and major shareholders in noncompete covenants
- Enforceability: comparing New York, Delaware, and California laws
The panel will review these and other critical issues:
- What are some essential requisites to enforceability? How should noncompetition covenants be documented?
- Where and when should noncompetition matters relating to a to-be-acquired business be addressed?
- Why are noncompete covenants treated differently when part of an employment agreement?
- What are some special circumstances that present unique drafting challenges? How can common pitfalls be avoided?
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 experienced corporate attorney with expertise in mergers and acquisitions, divestitures, venture... | Read More
Mr. Straga is an experienced corporate attorney with expertise in mergers and acquisitions, divestitures, venture capital financings, real estate transactions, investment fund formation, and general corporate governance. He advises public and private corporations, private equity funds, family offices and early-stage companies across a wide variety of industries, including financial services and fintech, cannabis, gaming, real estate, aerospace, energy, entertainment and media, transportation, and government contracting. Mr. Straga brings a practical and collaborative approach to all matters, which allows him to efficiently navigate deal complexities and achieve successful outcomes for his clients.Close