Restrictive covenants Definition

GLOSSARY

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What does Restrictive covenants mean?

A covenant requiring the covenantor not to do the thing specified. In order to be enforceable, such provisions should be reasonable and necessary for the protection of the target company’s/target business’ legitimate business interests. Restrictive covenants in a SPA/APA restrict the seller’s activities during an agreed period so that the buyer can try and protect the value of the target company/target business being acquired.

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Issues to consider when drafting a settlement agreement—checklist (employer)

Issues to consider when drafting a settlement agreement—checklist (employer) The employer (and its advisers) should consider the following issues: Preparatory steps • Obtain from the employer: ◦ a copy of the departing employee's latest contract of employment/other relevant documents containing contractual terms (NB these may be in a staff handbook) ◦ details of the contractual benefits enjoyed by the employee ◦ relevant information regarding the employee's pension benefits ◦ relevant information regarding any shares/share options, etc held by the employee? Consider the Articles of Association/any relevant shareholder agreement, share scheme documentation, etc. See also Shares and share options below Status of negotiations • Will negotiations take place between the parties directly, or between their respective legal advisers? • How strong is the employer's negotiating position? How strong are the employee's claims or potential claims? In the case of dismissal, is there a fair reason and has the employer carried out a fair procedure? Is the employer in repudiatory breach? What is the employer prepared to offer initially, and is that...

Issues with franchising in an overseas territory—checklist

Issues with franchising in an overseas territory—checklist This Checklist sets out the issues for a franchisor to consider when preparing to operate the franchise in an overseas territory. The advance of technology has helped facilitate the rise of a global economy. This has led to the creation of opportunities for companies to trade outside of their domestic markets and exploit developing territories. However, a number of issues arise when a franchisor is preparing to operate in an overseas territory some of which are detailed below. PESTLE analysis A franchisor may wish to carry out a political, economic, environmental, sociological, technological, legal and environmental factors (PESTLE) analysis in relation to a new territory. The information obtained from the analysis can be used as a guide to strategic decision making when considering international franchising. Below is a list of legal and non-legal issues that might arise with international franchising. Political • There may be increased political or legislative risks that should be taken into consideration by businesses before they commence operations in...

Renewable Heat Incentive—checklist on issues in property transactions

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Labour and employment—Spain—Q&A guide [Archived, 2018 edition]

Labour and employment—Spain—Q&A guide [Archived, 2018 edition] The international employment law guide for Spain is presented in a Q&A format. The questions are set out below. Please note that this guide is from the 2018 edition. The 2019 edition does not include an updated guide for this country. The guide can be accessed by clicking on the hyperlink immediately below: The questions raised in the guide Legislation and agencies • What are the main statutes and regulations relating to employment? • Is there any law prohibiting discrimination or harassment in employment? If so, what categories are regulated under the law? • What are the primary government agencies or other entities responsible for the enforcement of employment statutes and regulations? Worker representation • Is there any legislation mandating or allowing the establishment of employees’ representatives in the workplace? • What are their powers? Background information on applicants • Are there any restrictions or prohibitions against background checks on applicants? Does it make a difference if an employer...

Discover our 287 Practice Notes on Restrictive covenants

Franchise business sale agreement

Franchise business sale agreement This Agreement is made on [insert date] Parties 1 [insert name] [of OR incorporated in [insert jurisdiction, eg England and Wales] under number [insert company number] whose registered office is at] [insert address] (the Seller); 2 [insert name] [of OR incorporated in [insert jurisdiction, eg England and Wales] under number [insert company number] whose registered office is at] [insert address] (the Buyer); and 3 [insert name] [of OR incorporated in [insert jurisdiction, eg England and Wales] under number [insert company number] whose registered office is at] [insert address] (the Franchisor), (each a party and together the parties). Background (A) The Franchisor has licensed the Seller to operate the Franchise Business. (B) The Seller has agreed to sell and the Buyer has agreed to purchase the Franchise Business as a going concern on the terms and conditions of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Applicable Data Protection Law • means...

Letter—employer notification of exercise of right to make payment in lieu of notice (PILON) in instalments

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Dive into our 139 Precedents related to Restrictive covenants

Is a restrictive covenant in a solicitor's employment contract incompatible with the client's freedom to choose a solicitor?

Is a restrictive covenant in a solicitor's employment contract incompatible with the client's freedom to choose a solicitor? What does the SRA say? The first question to consider whether solicitors or law firms are under any obligation is to ensure clients have freedom of choice. The Solicitors Practice Rules 1990 (r1) required that: a solicitor shall not do anything in the course of practising as a solicitor, or permit another person to do anything on his or her behalf, which compromises or impairs or is likely to compromise or impair… a person's freedom to instruct a solicitor of his or her choice The 1990 Solicitors Practice Rules 1990 were superseded by the Code of Conduct 2007. The prohibition on compromising a client’s freedom of choice appears to have been omitted from the 2007 Code of Conduct and subsequent Codes of Conduct in force from 2011 and 2019. What does the court say? In any event, in 2006, the court rejected the argument that a restrictive covenant was inconsistent...

A restrictive covenant was registered correctly on the titles to the benefitting and burdened land. A deed of release released the restrictive covenant and the burden was removed from the burdened title but the benefit was not removed from the title of the benefitting land. Can the restrictive covenant be enforced against the burdened land? Does it make a difference if the benefitting land has been transferred since the date of the deed of release?

A restrictive covenant was registered correctly on the titles to the benefitting and burdened land. A deed of release released the restrictive covenant and the burden was removed from the burdened title but the benefit was not removed from the title of the benefitting land. Can the restrictive covenant be enforced against the burdened land? Does it make a difference if the benefitting land has been transferred since the date of the deed of release? In principle, if the burden of the restrictive covenant has been formally released then the failure to alter the title to the land which previously

See the 160 Q&As about Restrictive covenants

Competition weekly highlights—12 December 2024

This week's edition of Competition weekly highlights includes, from a UK perspective: (1) the CMA’s decision to launch an investigation into the construction and roofing sector regarding suspected bid rigging, (2) the CMA’s decision to launch a consultation on Vifor’s commitments to end its abuse probe into disparaging treatment in the iron treatment market, (3) publication by the CMA of an update report on the Rail, Road and Inland Waterway Transport Block Exemption, (4) the CMA’s phase 2 decision to conditionally clear Vodafone/CK Hutchison JV, (5) the Controlled Foreign Companies (Reversal of State aid Recovery) Regulations 2024 to enter into force on 31/12/2024, (6) publication by the CMA of new procedural rules and guidance for water references, and (7) publication by the DBT’s of two subsidy control principles assessment guides for public authorities. This week's highlights also includes, from an EU perspective: (1) the Court of Justice’s judgment in a national reference from Latvia concerning Article 101 TFEU restrictions in car warranties, and (2) the Commission’s announcement that it has...

EU Competition law—daily round-up (05/12/2024)

A round-up of EU competition law developments, including the Court of Justice’s judgment in a national reference from Latvia concerning Article 101 TFEU restrictions in car warranties.

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GLOSSARY