Unlock the hidden risks of hybrid noncompetes in M&A deals where sellers stay on. This essential guide for buyers, sellers, and advisors reveals why combined restrictive covenants often fail in court and how strategic pre-closing legal structuring can protect your…
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Mastering the Hybrid Noncompete A Perilous Path in M&A
Posted in covenant not to compete, hybrid noncompetes Tagged with: 8th Circuit Court of Appeals, Arkansas law, business goodwill protection, contract drafting, contractual provisions, deal structuring, employment noncompete, enforceability of noncompetes, legal risk management, legal strategy, lower middle market M&A, M&A legal, M&A litigation, noncompete agreement, Post-closing integration, pre-closing due diligence, private equity acquisition, private target businesses, Restrictive covenants, sale of business noncompete, seller-owner employment, Strategic buyer
M&A Buyer’s Restrictive Covenants Tested Under Delaware Law
Explore the complexities of M&A restrictive covenants in our latest blog post, “M&A Buyer’s Restrictive Covenants Tested Under Delaware Law.” This post delves into a recent case involving a strategic acquisition in the timberland management and forestry consulting industry. The…
Posted in noncompete area, noncompetition covenant term, nonsolicitation of employees and customers, problems with noncompetition covenants, restrictive post-closing covenants Tagged with: appraisal services, asset purchase agreement, blue penciling, business goodwill, competitive business practices, Corporate Law, Court decisions, cross-border agreements, Delaware law, Employment law, enforceability, forestry consulting, legal analysis, M&A legal disputes, M&A Transactions, non-compete clauses, non-solicitation clauses, Preliminary injunction, Restrictive covenants, strategic acquisition, timberland management
BUYER CANNOT HOLD SELLER’S OWNER LIABLE FOR GRANDSON’S POST-CLOSING COMPETITION
Court holds that Oklahoma does not permit a buyer to hold the owner of the selling company responsible under a noncompete for the competitive actions of her grandson (a non-owner of the company). M&A Stories March 23, 2023 Introduction In…
NONCOMPETE PAYMENTS IN M&A DEALS: BUYER OBLIGATIONS EVEN AFTER SELLER’S DEATH
Learn about the recent ruling by the Alabama Supreme Court on noncompete payments in M&A deals after the death of the seller. Discover the importance of clear terms in noncompete agreements to avoid disputes. M&A Stories May 12, 2021 Introduction:…
Posted in covenant not to compete, death of seller's impact upon noncompetition payments Tagged with: Alabama Supreme Court, Boyd v. Mills, Buyer Obligations, death of seller, goodwill protection, legal battle, M&A, Mergers and Acquisitions, noncompete agreement, noncompete payments, personal service contracts, seller's death
M&A Confidentiality: Protecting Valuable Customer Data
Learn about the importance of safeguarding confidential information in M&A deals and the legal battles that can arise when confidentiality agreements are breached. M&A Stories May 9, 2019 Introduction: In the world of business acquisitions, safeguarding confidential information is paramount.…
Posted in covenant not to compete, public information exclusion Tagged with: Bobcat North America, Business acquisitions, case reference, Competitive Activities, Confidentiality, Confidentiality covenant, Customer Data, Inland Waste Holdings, Lawsuit, Legal battles, M&A, noncompetition covenant, public information exception, Purchase agreement
Court Restricts Company Seller’s Nationwide Noncompete to 3 States
Introduction The sale of a company usually comes with its goodwill. In fact, in many cases goodwill is the crown jewel of the business. The last thing a buyer wants, is to pay top dollar for the business only to…
Posted in boilerplate provisions, California, choice of law provision, Delaware, noncompete area, reformation Tagged with: California noncompetes, choice of law provision, noncompete area
Court Finds Seller Did Not Breach Implied Nonsolicitation Obligation in M&A Case
Explore a recent M&A legal case where a New York federal district court examined non-compete breaches and trademark infringement. Gain insights into non-compete obligations, the introduction of a new competing product post-closing, preliminary injunctions, and the nuanced interpretation of M&A…
Posted in covenant not to compete, nonsolicitation of employees and customers, trademark infringement Tagged with: asset purchase agreement, Biotene product line, Glaxosmithkline LLC v Laclede Inc, intellectual property, M&A agreements, M&A legal dispute, New York implies nonsolicitation covenant when selling goodwill of business., New York law, non-compete breaches, nonsolicitation obligation, perpetual non-compete, Preliminary injunction, Trademark Infringement
Employment Agreement Breach: Impact on Non-Compete Enforcement
Explore the consequences of employment agreement breaches in M&A transactions. This blog delves into a case where a company’s failure to uphold an employment contract affected its ability to enforce a non-compete clause. Learn valuable lessons for post-closing integration and…
Posted in covenant not to compete, employment agreement, stock purchase agreement Tagged with: Business acquisitions, Court rulings, Employment agreement breaches, Employment contract disputes, Legal consequences, M&A Transactions, Non-compete enforcement, Post-closing integration, risk management, Strategic negotiations
Allegations of Breach in M&A Deal: Lessons from a $100 Million Case
Explore the intricate post-transaction landscape of M&A through a $100 million case involving an Atlanta-based chemical packaging company. Delve into the details of post-closing commitments, breaches, and legal implications, emphasizing the significance of post-closing covenants. M&A Stories November 21, 2018…
Posted in covenant not to compete, hiring seller's employees, no kickback or bribe rep, nondisclosure agreement, trade secret misappropriation Tagged with: Breach of contract, Business acquisitions, Confidentiality clauses, Delaware lawsuit, Enforceability of covenants, Kickback payment representation, M&A legal case study, M&A litigation, Noncompetition agreements, Post-closing commitments
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