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]