Welcome to the April 2025 edition of the Jenner & Block Japan Newsletter, a publication containing updates about legal developments in the United States that may be noteworthy to our clients and other leaders in the Japanese...more
The Delaware Supreme Court’s decision in Sunder Energy, LLV v. Jackson, No. 455, 2023, 2024 Del. LEXIS 407 (December 10, 2024) reaffirmed the courts’ limited willingness to modify or “blue-pencil” overbroad restrictive...more
In a recent en banc decision, Delaware’s Supreme Court upheld a key tool available to employers to enforce forfeiture-for-competition provisions against former employees. Delaware’s Chancery Court has shown an increasing...more
The Delaware Supreme Court’s ruling in Cantor Fitzgerald v. Ainslie, which reversed the Court of Chancery’s 2023 finding that forfeiture-for-competition provisions should be evaluated by the same “reasonableness” standard as...more
The Delaware Supreme Court recently clarified that forfeiture-for-competition clauses under the Employee Choice Doctrine may be enforceable against a broader range of employees, including middle managers, not just...more
In line with the national trend making noncompetes more difficult to enforce, a number of Delaware courts have recently refused to “blue pencil” overbroad noncompetition agreements and have stricken them in their entirety. As...more
Arizona employer cannot exclude settlement communications from former employee’s retaliation complaint - In Flores v. Rafi Law Group PLLC, the plaintiff accused her law firm employer of retaliating against her by (i)...more
As previously reported, some Delaware courts have recently declined to “blue pencil,” i.e., modify and narrow overbroad restrictive covenants. Instead, they have stricken in their entirety covenants deemed overbroad and...more
A recent decision of the Delaware Supreme Court is worth noting considering how many corporations choose Delaware for their choice-of-law provision in contracts. This pro-employer decision is a welcome change to corporations...more
Equity and capital forfeiture for competition provisions given less scrutiny than other post-employment restrictive covenants - Companies subject to Delaware law were handed a welcome surprise in a recent Delaware Supreme...more
The Delaware Court of Chancery has been increasingly willing of late to strike down non-compete covenants as overbroad, a trend accompanied by a growing unwillingness to “blue pencil” agreements by narrowing terms to what the...more
On January 29, 2024, the Delaware Supreme Court unanimously reversed a major Delaware Chancery Court decision that had analyzed the “forfeiture for competition” provisions in a limited partnership agreement using a...more
Delaware has long been favored by businesses for many reasons, including its courts’ deference to parties’ ability to contract. Recently, however, the Delaware Chancery Court was seemingly less deferential to restrictive...more
Stemming a tide of Delaware decisions closely scrutinizing and refusing to enforce non-compete agreements, Delaware’s Supreme Court held that forfeiture-for-competition provisions arising out of a Delaware limited partnership...more
In a win for businesses that rely on restrictive covenants to protect their assets and investments, on January 29, 2024, the Delaware Supreme Court unanimously reversed a Chancery Court decision that invalidated a...more
In the first half of 2023, the Delaware Chancery Court issued two decisions regarding non-competition and non-solicitation provisions that should make parties carefully consider whether restrictive covenants are appropriately...more
Over the past six months, the Delaware Court of Chancery has issued a series of decisions narrowing the scope of permissible non-compete agreements, while declining to “blue pencil” those provisions to render them...more
This issue covers important, developing areas of Delaware corporation law and deal litigation, including the evolving law on attorney-client privilege for emails on noncompany servers, recent Chancery Court Caremark decisions...more
In 2021, the Delaware Court of Chancery issued two decisions addressing when a contractual party’s affiliates are bound to restrictive covenants in an agreement. In the first case, Sixth Street Partners Management Company,...more