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Date

Tags:

Rule
Item 3(b)
Staff
Diana Gillis
Response/Comments

On non‐competes ‐‐

1. We are fine with not receiving non‐competes that are in the form of a continuing employment agreement and

the acquired person is not a party to said agreement.

2. Situations where we would expect to see non‐competes may include

a. where the acquired person is a party;

b. for shareholders/interest holders that are not going to be working with the company post‐acquisition;

and

c. for employees who will not be working with the company post‐acquisition.

Question

From: Gillis, Diana L.

Sent: Thursday, February 09, 2017 8:50 AM

To: [Redacted]

Cc: Walsh, Kathryn E.

Subject: RE: Submission of Agreements Not To Compete

[Redacted],

On non‐competes ‐‐

1. We are fine with not receiving non‐competes that are in the form of a continuing employment agreement and

the acquired person is not a party to said agreement.

2. Situations where we would expect to see non‐competes may include

a. where the acquired person is a party;

b. for shareholders/interest holders that are not going to be working with the company post‐acquisition;

and

c. for employees who will not be working with the company post‐acquisition.

Let us know if you have any questions.

‐Diana

From: [Redacted]

Sent: Wednesday, February 08, 2017 2:34 PM

To: Walsh, Kathryn E.; Berg, Karen E.

Subject: Submission of Agreements Not To Compete

Kate, Karen:

The new HSR instructions require the submission of “Agreements not to compete and other agreements between the

parties.” Does this require the submission of any non‐competes with employees of the acquired person/entity, or just

the acquired person/entity itself (as a party to the acquisition agreement)?

Many thanks, [Redacted]

[Redacted]

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

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