Managing Employment Issues in M & A Deals
Kathlyn E. Noecker of Faegre & Benson LLP
This article reviews important employment considerations companies should consider when acquiring or merging with another company.
Enforceability of Non-Compete and other Restrictive Covenants In Employment Agreements
David L. Turner of Schulten Ward & Turner, LLP
Many employers utilize employment contracts which contain restrictive covenants in order to protect their .
Court Upholds Covenant Not to Compete
On June 4, 1998 the United States District Court for the District of Maryland upheld a covenant not to compete cont.
Enforceable Covenants Not To Compete
Wayne S. Moskowitz of Maslon Edelman Borman & Brand, LLP
Employers frequently require their employees to execute employment agreements that contain covenants not to compete. Each state has its own laws regarding whether such covenants may be enforced, and under what circumstances. Minnesota's law is fairly consistent with the laws of most other states.
Trade Secret And Business Protection
Songstad & Randall
As a result of technological advances and greater employee mobility, many employers are growing increasingly .
New Jersey Supreme Court Holds That Employee's Termination For Refusing To Enter Into Non-Compete Agreement Is Not Actionable Because It Does Not Violate Public Policy
Gary S. Prish of Littler Mendelson, P.C.
In an important decision favoring employers, the New Jersey Supreme Court held that an employee did not have a cause of action for unlawful retaliatory discharge under the New Jersey Conscientious Employee Protection Act , even though she was fired for refusing to enter into an agreement containing post-employment restrictions. While New Jersey employers may still condition an employee's continued employment on his or her agreement to be bound by post-employment restrictions, Maw reaffirms that employers must continue to be cautious in drafting such agreements.
Enforcing Noncompetition Agreements Across State Lines: The California and Texas Problems
William Z. Pentelovitch of Maslon Edelman Borman & Brand, LLP
As technology continues to advance protection of employers' trade secrets and good will has become increasingly more important. An ever-increasing number of employers now use written noncompetition agreements to protect their legitimate interests in their intellectual property, their trade secrets and their goodwill. While noncompetition agreements are disfavored in law because they constitute restraints of trade, they can be enforced with relative ease in the majority of states if certain fundamental requirements-which differ only slightly from state-to-state-are satisfied.
Wisconsin Supreme Court Strikes Down "No-Hire" Provision Governing Temporary Employees
Jeffrey O. Davis and Jeffrey Morris of Quarles & Brady LLP
”No hire” agreements have come under scrutiny because of their effect on individual employees, who are essentially boundÃÂor at least greatly affectedÃÂby a contract to which they were never a party and which they may not have even known existed.
Employment Issues For Start-Ups
Marla Grossman
A summary of important labor and employment issues an employer should be aware of in operating a business.
Noncompetition Agreements--New Trends and Old Dilemmas
Steven C. Lanza of Onebane Law Firm
From a litigation standpoint, it seems that noncompetition agreements have recently eclipsed almost every other typ.
Noncompetition Agreements
Goldsmith Law Firm
The desire of employers to keep their employees from competing with them has been a source of much litigation.
Employment Contract Primer
G. A. Finch of Querrey & Harrow
In the past five years, more top level executives are demanding an employment agreement before taking a positi.
Employment Law Commentary
Lisa Frank of Morrison & Foerster LLP
This article summarizes the Walia v. Aetna, Inc decision whereby a San Francisco Superior Court ruled it is a violation of California public policy to terminate an employee for refusing to sign a non-compete agreement.
Noncompete Agreements
Thomas G. Smart of Onebane Law Firm
In Moores Pump and Supply, Inc. v. Laneaux, 727 So.2d 695 (La. App. 3d Cir. 1999), the Louisiana Third Circuit Cour.
How Not to Hire Employees from a Competitor
Paul J. Kennedy of Littler Mendelson, P.C.
A recent million dollar plus judgment highlights the importance of hiring people for their skills and not for their confidential business information especially when hiring employees working for direct competitors.
What goes into an Employment Contract. . . And Why
Larkin Hoffman Daly & Lindgren Ltd.
Most people work without a written employment contract because they don''t need oneÃÂthere is no point in drafting a contract when the deal is the usual exchange of services for a bi-weekly salary plus standard benefits. When the arrangement varies from the plain vanilla "employment at will" relationship, however, one or both of the parties may want a written agreement.
New Jersey Law Favors Free Competition by Former Employees in the Absence of a Valid, Written Restrictive Covenant, But an Employee may not Violate His Duty of Loyalty by Soliciting Customers or Co-Em
Schiffman, Abraham, Kaufman & Ritter, P.C.
Under New Jersey law a former employee may properly and legally compete with his former employer, in the absence of.
Non-Compete Agreements Protect Competitive Edge, TOO
Duff, White & Turner, LLC
A recent column about preventing trade secret theft in today's competitive business environment focused on draftin.
Bankruptcy Court Rejects Unfunded Benefits Clause In Employment Contract
Tydings & Rosenberg LLP
In December 1996, the U. S. Bankruptcy Court for the District of Maryland ruled in Maryland Paper Box Company that .
Rollups: Merger Wave of the Millennium?
Tydings & Rosenberg LLP
In the last few years, owners of closely-held businesses in many industries have been courted by a rollup team that.
North Carolina Employment Law-FAQs
Grafstein & Walczyk, P.L.L.C.
Q. I was recently let go from my job with a large corporation. I had no write-ups and was given no warnings.
Are Your Key Employees Signed In?
Motschenbacher & Blattner LLP
Good morning! You walk into your office just like any other day of the week. But today you find something different.
Doctors' Rights Protected by Non-Compete Ruling
Gallagher & Kennedy, P.A.
While medical clinics long have protected patient bases with physician non-compete agreements, a recent Arizona Sup.
Occasionally the Best Contracts Are not in Writing
Meislik & Meislik
Most attorneys (ourselves included) normally counsel their clients to keep good records and document as much as the.
Covenant Not to Compete Enforced by Preliminary Injunction
Stefanie K. Longhofer of Honigman Miller Schwartz and Cohn LLP
Plaintiff, a company in the business of selling computer bar code systems with accounts in 48 states, sued Defendan.
One-Year Non-Compete Too Long For Web
Rosenman & Colin LLP
iting the pace of innovation in the information technology industry, the Southern District of New York has refused to enforce a restriction in an employment agreement that would have prevented a Web site content manager from working for his new company for one year, stating that, in the Internet industry, a one year non-compete "is several generations, if not an eternity".
Business Advice for Residents and Fellows
Bruce D. Armon of Saul Ewing LLP
After the completion of medical training, many senior residents and fellows embark upon the initi.
Five Things to Remember in Florida Non-Compete Injunctions
Ryan D. Barack of Kwall, Showers & Barack, P.A.
There are now different legal standards governing the enforceability of restrictive covenants in Florida, depending upon the period of time in which they were executed. Since the legal standards are quite different, they create "traps for the unwary."
Non Compete Agreements In Iowa
Johnston, Joseph C. of Joseph C. Johnston
The following information is general and is no substitute for obtaining the advice of a competent attorney.
Fraud In The Hiring Process
Songstad & Randall
A California court has recently expanded an employer's liability for fraud in connection with representations made .
New Eleventh Circuit Ruling in Palmer & Cay Promotes Racing to the Courthouse in Noncompete Disputes
Donald W. Benson and Scott McDonald of Littler Mendelson, P.C.
Employers with multi-state noncompete contracts may want to lace up their best pair of running shoes and get ready for a race. On April 1, 2005, the 11th Circuit issued an opinion in Palmer & Cay, Inc. v. Marsh & McLennan Companies, Inc., that some commentators are interpreting as an open door to forum shopping.
Ensuring Fair Competition When A Former Employee Has No Restrictive Covenants: Common Law Protections for Employers
Neal H. Klausner of Davis & Gilbert LLP
Does the company have any protection from unfair competition by the executive even though she never signed a restrictive covenant? Absolutely. This article discusses the company's rights and protections. But first, the former employer needs to understand the executive's rights.
Non-Competition Restrictive Covenants and Territorial Limitations
Steven Macklin Mills of Steven M. Mills, P.C.
It is important to keep abreast of the ever-evolving law pertaining to non-competition restrictive covena.
Gear Up Your Company?s Non-Compete Agreements
Ryan Griffitts of Thompson, Coe, Cousins & Irons, LLP
This article lays out some questions that will help you determine whether there may be some problems with your non-compete covenants.
Thanks, Boss. GoodbyeÃÂ
Daniel C. Urban of Arter & Hadden LLP
Have you ever considered what effect the loss of a key employee to a competitor might have on your business. Don't think it will happen to your company? Think again. It will.
Executive Termination
Jennifer Pink of Lexpert
"Nasty, brutish and short" was how the 17th century English philosopher Thomas Hobbes described civil life without the stabilizing presence of a monarchical system.
Will Non-competes Be Enforced in the Internet Age?
Mark A. Jacoby and Brian D. Carlson of Weil, Gotshal & Manges LLP
This article reviews recent case law relating to the enforcement of restrictive covenants and provides several observations that an employer should observe in drafting a covenant not to compete.
I'm Out of HereÃÂ
Todd J Katz of Schlossberg & Associates P.C.
We are all faced at one time in our business life when our key employee says "I'm leaving to work for a competitor".
Electronic Theft and Espionage: Federal Law Provides a Remedy
Alain M. Baudry of Maslon Edelman Borman & Brand, LLP
The federal Computer Fraud and Abuse Act (?Act?), 18 U.S.C. § 1030, gives employers a helpful tool to use against former employees who wrongfully use information from the employer?s computer system to assist competitors in competing unfairly. As the Third Circuit recently noted ?[e]mployers . . . are increasingly taking advantage of the [Act?s] civil remedies to sue former employees and their new companies who seek a competitive edge through wrongful use of information from the former employer?s computer system."
Massachusetts: Material Change in Employment Relationship Could Invalidate Prior Restrictive Covenant
Christopher J. Perry,Laurie Drew Hubbard and Erin M. Reid of Littler Mendelson, P.C.
For years, commentators have viewed Massachusetts as neutral territory for the enforcement of noncompete agreements. An employer’s need to protect its most important assets, including the company’s strategic vision, customer base, and trade secrets, has been delicately balanced against employees’ desire to shift alliances in an increasingly transient work environment. Whereas some states, such as New York, passively accept noncompetes, other states are outwardly hostile.
Protecting your Business through Noncompetition and Confidentiality Agreements
Randall P Sutton of Saalfeld Griggs PC
This article discusses the reasons why an employer should carefully draft and require each employee to sign an noncompetition and confidentiality agreement.
Non-Competition Agreements
Hart, King & Coldren
Many of our clients have inquired in recent years whether non-competition agreements are actually legally binding..
Labor & Employment Update--May/June 1998
Brobeck Phleger & Harrison LLP
This special labor and employment report focuses on the impact of the Y2K bug will have in an employment context.
Non-Compete Agreements After An Acquisition: Are They Enforceable?
Richard M. Jordan of White and Williams LLP
Many companies view their key executives and sales people as assets to be preserved and maintained, recognizing that these individuals add value to the organization. In an attempt to keep those assets out of the hands of competitors, companies often turn to non-compete agreements. When companies are acquired, however, a question arises as to whether or not the acquiring company will be able to benefit from these covenants not to compete.
Yes, You Can Still Prohibit Guns in Your Workplace
Tamara Hjelle Olsen of Gray Plant Mooty
Minnesota's recently-passed concealed weapons law raises a host of questions for Minnesota employers. Among the most pressing are whether Minnesota employers are still permitted to prohibit guns in the workplace, and whether new gun safety policies should be adopted. Unfortunately, until Minnesota courts have had a chance to interpret the new law, few answers will be known with absolute certainty.
Recruiting an Employee without a Non-Compete Agreement from a Former Employer can Still be Harmful to Your Business HealthÃÂ
Dykema Gossett PLLC
Employers who recruit high level managers, sales, or technical personnel from competitors typically assume that, un.
Cooley Alert: Non-Competes-Stock Option Forfeitures
Cooley Godward Kronish LLP
This alert reviews the Ninth Circuit's decision in International Business Machines Corporation v. Bajorek whereby the Ninth Circuit recently allowed the forfeiture of gains from vested stock options if a former employee fails to comply with a narrowly tailored non-competition provision.
Protecting Trade Secrets -- Part II (Using Non-Compete Agreements)
Duff, White & Turner, LLC
In last month's legal alert memo, we explained how employers can prevent trade secret theft by requiring .
Investment Manager's Non-Compete is Litigated
Paul, Hastings, Janofsky & Walker LLP
Non-compete clauses are common in investment adviser employment contracts and partnership agreements. Althoug.
Increasing Mobility of Technical Employees Raises Intellectual Property Stakes
Margaret K. Savage of Briggs & Morgan
Some of your company's most important assets may be locked in the minds of key technical employees. If you do no.
Physician Non-Compete Agreements, June 1999
Donald Peder Johnsen of Gallagher & Kennedy, P.A.
We wanted to let you know about an important recent decision by the Arizona Supreme Court concerning the enforcemen.
Courts Affirm Employers? Right to Require Non-Compete Agreements
Dawn C. Van Tassel of Maslon Edelman Borman & Brand, LLP
Employers can take some comfort in the fact that the New Jersey, Oregon, Vermont and Wisconsin Supreme Courts, the United States Court of Appeals for the Seventh Circuit, and a Connecticut Superior Court have emphatically affirmed the right of employers to terminate employees for refusing to sign a non-compete agreements. Each of these courts have reasoned that the essence of an at-will relationship is the right to fire an employee for any reason, including for refusal to sign a non-compete.
Employer's Use of Noncompetition Agreements
Fargarson & Brooke
The desire of employers to keep their employees from competing with them has been a source of much litigation..
Potential Radical Expansion of New Jersey's "Whistleblower" Statute
John E. MacDonald of Stark & Stark
In the recent Appellate Division decision in Karol Maw v. Advanced Clinical Communications, Inc., et al. (Appellate Division Docket No. A-3606-01T3) (April 16, 2003), the court appears to have dramatically expanded the scope of the New Jersey Conscientious Employee Protection Act ("CEPA") N.J.S.A. 34:19-1, and may have created a significant problem for employers that generally require the execution of restrictive covenants by their employees.
Protecting Your Business Against the Renegade Employee
Stein, Sperling, Bennett, De Jong, Driscoll & Greenfeig, P.C.
At one point or another, nearly all businesses will be forced to deal with issues such as theft, workplace violence.
New Florida Statute on Restrictive Covenants
Rodger L. Hochman of Broad and Cassel
The Florida Legislature's recent passage of Section 542.33, Florida Statutes (the "Statute"), has once again swung .
Michigan Supreme Court Rules That Tuition Contracts for On-The-Job Training Violate Wages and Fringe Benefits Act
Bodman LLP
The Michigan Supreme Court recently ruled that an employer violated the Wages and Fringe Benefits Act ("WF.
To Fire or not To Fire: Practical Tips Related To Discharge and Disclosure of Information about Terminated Employees
Eric T Levine of Paul, Hastings, Janofsky & Walker LLP
"Discharged," "terminated," "adversely affected" - or the slightly less eloquent "canned," "booted," "deep sixe.
Hiring with Confidence
David T. Barton of Quarles & Brady LLP
The single best predictor of an applicant's potential performance as an employee is the strength of the applicant's references. Yet many Arizona employers fear that providing honest reference information may result in defamation lawsuits.
What You Should Know About Non compete Agreements
Mansfield, Tanick and Cohen, P.A.
Noncompete contracts are being used with increasing frequency by businesses in Minnesota and elsewhere. This is p.
Issues Arising After a Shareholder-Employee Departure
Schneider & Onofry, P.C.
If a business is dissolving, then it must review all of its current contracts and make plans accordingly. Simply closing up shop and leaving others hanging is likely to lead to breach of contract claims. Contractual and/or fiduciary issues may also apply to the loss of certain individuals.
Will Your Non-Compete Agreement Withstand a Court Challenge
Douglas M. Kennedy
Non-compete agreements have become more common in the workplace. A recent Franklin County Court of Appeals decision should have businesses reviewing these documents to make sure they will withstand scrutiny from the court system. In a case involving Midwestern Auto Group (MAG) and a former salesman, John Curran, the Court concluded that unless an employee possesses confidential or proprietary documents or trade secrets, or uses that information to solicit the former employer' customers, non-compete agreements will be difficult to enforce in court
The Human Face of Fraud
of Kroll Lindquist Avey
Dan Kerr had a towering ego. That was one of the reasons he was the top salesperson with Forrest Machinery Ltd., a medium-sized company that sold heavy equipment in Northern Ontario . But that same egocentricity was also the source of his downfall subsequent to an investigation of suspected wrong-doing at the company that had employed Kerr for almost two decades.
The Entrepreneur's Legal Dilemma: When And How To Consult An Attorney?
Brownstein Nguyen & Little LLP, Attorneys At Law
Introduction. Legal issues represent only some of the many problems facing entrepreneurs and start-up companies..
Avoiding An "Implied" Employment Contract Or Drafting A Favorable One: A Primer
Nancy A. Newark of Burns & Levinson LLP
Employers sometimes inadvertently create employment contracts. This type of contract is implied by the employer?s actions and is binding on the employer - though it may be difficult to prove. Because an implied employment contract may arise during any communication with a potential new hire or employee, it is essential that all employers consider the implications and possibility of creating a binding contract when communicating with potential and existing employees.