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Employee Benefits Law Report Reporting on recent trends and developments affecting employee benefits

Tag Archives: non-compete

“Substantial risk of forfeiture” clarification impacts tax-exempt and governmental employer non-compete arrangements

Posted in Tax-Exempt/Governmental Employers

One of the more interesting (or frustrating, depending on your point of view) things about language is how sometimes, the same word can have multiple meanings. As Michael Jackson once showed us, “Bad” can sometimes mean bad, and sometimes it can mean good. In the executive compensation world, “substantial risk of forfeiture” is a term that can have different meanings, depending on whether Code Section 83, 409A, or 457(f) is defining it. Understanding this concept is important because regardless of the Code Section, the compensation at issue generally does not become taxable to the employee until the substantial risk of …


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Ohio Supreme Court Partially Reverses its Acordia Non-Compete Decision

Posted in Benefits Issues Related to Mergers and Acquisitions, Executive Compensation

This past May, we reported that the Ohio Supreme Court ruled in Acordia of Ohio, L.L.C. v. Fishel that following a merger, the surviving company may not be able to enforce employees’ non-compete agreements, where the agreements failed to contain an assignment clause, and the time period of the employees’ non-competes began to run as of the date of the merger. The Court reconsidered its decision, and issued a new decision today. Upon quick review, the bottom line seems to be that the Court has decided that it mis-read earlier precedent regarding corporate mergers. Here is part of the


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Ohio Supreme Court Rules On The Enforcement of Non-Compete Agreements By The Surviving Company In A Merger

Posted in Executive Compensation

As discussed in our sister blog – Employer Law Report – the Ohio Supreme Court has ruled in a 4-3 decision that following a merger, the surviving company may not be able to enforce employees’ non-compete agreements where the agreements fail to obtain an assignment clause, and the time period of the employees’ non-competes began to run as of the date of the merger. It is too early to know the reach and impact of this ruling, but we can foresee that the Acordia rationale might be applied in other contexts. Accordingly, if you are involved with due diligence in …


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