Compliance Stuff

The Massachusetts Supreme Judicial Court just clarified that non-solicitation agreements aren’t subject to the Commonwealth’s strict noncompetition law just because they contain forfeiture provisions, handing businesses a crucial win when it comes to enforcing restrictive covenants. Here’s what happened in the June 13  Miele v. Foundation Medicine  decision, what it means for your business, and what you should do now. What Happened? Susan Miele signed a restrictive covenant agreement when she joined Foundation Medicine (FMI) as an executive in 2017 . The agreement included a non-solicitation clause barring her from recruiting FMI employees for a year after her departure. When she left the company in 2020, she signed a transition agreement that incorporated the non-solicitation clause and added a forfeiture provision: if she breached the non-solicitation agreement , she would forfeit or must repay over $1 million in benefits. After leaving FMI in 2021, Miele allegedly recruit...

At a Glance Kansas has amended its Restraint of Trade Act to impose mandatory judicial reformation of overbroad protective covenants. The amendments also create conclusive presumptions of enforceability for certain employee and customer non-solicitation provisions. On April 9, 2025, Kansas Governor Laura Kelly signed into law  Senate Bill No. 241 , which amends Section 50-163 of the Kansas Restraint of Trade Act (the “Act”) 1  to clarify what types of business contracts, agreements and arrangements are not intended to unreasonably restrain trade or commerce and do not contravene public welfare under the Act. The Act already said that it “shall not be construed to apply to: … any franchise agreements or  covenants not to compete .” 2  However, whether the Act covered non-solicitation provisions had not been clear. Now it is—the amendments to the Act create  conclusive presumptions  of enforceability for employee and customer non-solicitation covenants where ...