Oklahoma federal court refuses to enforce several employee non-solicitation post-employment covenants because they were either non-assignable, had no term, applied to indirect solicitation or were not restricted to established customers. M&A Stories April 11, 2021 Introduction One buyer M&A risk…
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Fraud Carve-Out in APA’s Exclusive Remedy Provision Saves Buyer’s Employee Non-Solicitation Claim
Introduction Most acquisition agreements provide that the agreement’s indemnification provisions are the exclusive remedy for a contractual breach. However, it is also common to exclude fraud claims from this exclusive remedy provision. The deal This deal involved the acquisition of…
Business Buyer Brings Employee Raiding Suit Against Key Seller Employee
Introduction The value of a service business may be its employees. A major risk in an acquisition may be a mass exodus of key seller employees after the closing. The deal Here, the seller was an investment research firm. The…
Court concludes that seller of business did not breach implied obligation to not solicit former customers
Seller develops, markets, and sells a variety of over-the-counter and prescription medications. Seller’s Owner owns Seller and is Seller’s CEO, president and secretary. Buyer entered into the asset purchase agreement with Seller. Pursuant to the asset purchase agreement, Buyer paid approximately…
Buyer of stock of title and escrow company can enforce noncompete and nonsolicitation provisions in target’s employment agreements
Target was a title and escrow company located in West Jordan, Utah (greater Salt Lake City area). Target’s Manager and Target’s COO/general counsel signed employment agreements with Target. Target’s Manager’s employment agreement, executed in August 2003, stated that she would…
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