Episode Description
In this episode, Laura DiFrancesco discusses the importance of non-compete agreements in business transactions, particularly in mergers and acquisitions. She explains how these agreements protect the buyer's interests by preventing the seller from competing post-sale. The conversation also touches on the evolving landscape of non-competes in employment relationships, especially in light of recent FTC regulations. Laura emphasizes the need for reasonable terms and the importance of negotiation between parties to ensure fair agreements that protect both the seller's and buyer's interests.
What You’ll Learn
The Role of Non-Competes in M&A // Understand why non-competes are essential in most business acquisitions and how they protect the buyer’s investment by preserving goodwill, relationships, and the essence of the business.
Key Terms: Scope, Term & Territory // Learn how to define and negotiate the scope of what constitutes “competition,” the length of the restriction (typically 3–5 years), and the geographic area covered to ensure fairness and enforceability.
Negotiation Dynamics Between Buyer & Seller // Explore how non-competes can be structured to protect the buyer while allowing the seller reasonable flexibility for future livelihood - including creative carve-outs, exceptions, and mutual consent clauses.
The Importance of Non-Solicitation & Confidentiality // Discover why non-solicitation clauses (covering customers, employees, and vendors) are equally critical and often easier to uphold, alongside confidentiality and non-disparagement provisions that safeguard the business post-closing.
FTC Ban & Employment Non-Competes // Get an update on the FTC’s proposed non-compete ban, the current litigation surrounding it, and how to navigate employee and consultant agreements in this evolving legal landscape.
Creative Alternatives to Traditional Non-Competes // See how businesses are using positive incentives, confidentiality, and non-solicitation clauses to protect their interests in light of changing regulations — ensuring fairness while maintaining enforceability.
Episode Highlights:
00:00 Intro
02:22 What is a Non-Competes in Business Transactions
06:23 Seller’s Concerns
12:17 DSL Advertisement
13:14 Navigating Non-Competes in Employment Relationships
17:32 Closing
18:31 Outro
Resources Mentioned
Entrepreneurship Through Acquisition: A Legal Guide to Buying a Small Business // https://lauradifrancesco.co/eta-landing-page
Share Your Review + Get the Free Pre-LOI Due Diligence Request List // Email etareview@lauradifrancesco.co
Dean Street Law // https://www.deanstreetlaw.com/ & deanstreetlaw.com/links
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Credits
Host // Laura DiFrancesco
Executive Producer // Teagan Rowland
Editor // Teagan Rowland
Associate Producer //
#dealmaking #corporatelaw #lawyer #mergers #acquisition #noncompetes #business #transactions #employment #employmentrelations #employmentlaw #sellerprotection #buyerconsiderations #FTCregulations #legal #contract #smallbusiness
