Non-compete clauses are commonly included in M&A agreements. Although generally recognized as lawful, non-competes must fulfill certain requirements to comply with antitrust and competition laws. A recent FTC enforcement action further clarifies these requirements for the U.S., and serves as a reminder that U.S. antitrust authorities are actively reviewing these provisions.

In January 2019 NEXUS Gas Transmission LLC entered into a Purchase and Sale Agreement (PSA) to acquire Generation Pipeline LLC, a 23-mile natural gas […]

On September 9, 2019, the Treasury Department and Internal Revenue Service (the “IRS” or “Service”) issued proposed regulations under Sections 382 and 383 of the Internal Revenue Code (the “Code” and, such regulations, the “Proposed Regulations” or “Regulations”).1 While these Proposed Regulations would only apply to “ownership changes” occurring after the publication of final Regulations, taxpayers should be aware that these Proposed Regulations make radical changes to current law that will adversely affect the value […]