U.S. - Delaware
Non-competition Agreements (General Rule): see Weichert v Young (Del. Ch. 2007), citing the four factors set forth in Delaware Express Shuttle, 2003 Del. Ch. LEXIS 124; 2002 WL 31458243), and stating Delaware law to the following effects:
BEWARE - "Blue-penciling" may not be a remedy. In Delaware Elevator, Inc. v. John Williams, No. 5596-VCL (Del. Ch. March 16, 2011), the Delaware Chancery grudgingly blue-penciled an overly-broad non-compete, but only because the court was enforcing Maryland law. The Delaware court warned in dicta as follows:
See generally: Blog re Delaware Non-competes, Trade Secrets, etc. -- by Young, Conaway, Stargatt & Taylor, LLC.Independent Contractors
"The legitimate economic interests of an employer in restricting the substantially similar activities of an independent contractor will be more limited than they would be with respect to an employee. ... The non-competition agreement is therefore limited to actions that are the same as, and compete directly with, EDIX's own business activities." Edix Media v. Mahani (Del.Ch. 2006), 2006 WL 3742595, at *8.Injunctive Relief
2010 Dec. 15 Wal-Mart obtains preminary injunction vs. executive joining CVS -- see Wal-Mart v. Mullaney, Del.Ch., 12/15/2010).Stock Awards
2014.Mar.24 Continued Employment and Unvested Stock Award were Adequate Consideration for Non-solicitation and Confidentiality Covenants - see Newell Rubbermaid, Inc. v. Storm, No. 9398-VCN, 2014 Del. Ch. LEXIS 45 (Del. Ch. Mar. 27, 2014).
Deference to Committee Decisions - for a solid discussion of Delaware case law re initial determinations, see Graphic Packaging v. Humphrey, 2010 U.S. App. LEXIS 23718 (11th Cir. 11/2010).Trade Secrets
Inevitable Disclosure - See W.L. Gore & Assoc, Inc. v. Wu, Civil Action No. 263-N, 2006 Del. Ch. LEXIS 176 (Del. Ch. Sept. 15, 2006) re five years for specialty area.
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