Recently a Federal District Court in Massachusetts barred a former senior supply chain executive from continuing in his new C-suite role with another company.  The decision in Fresenius USA Manufacturing, Inc. v. Much, Case No. 1:26-cv-13572-DJC (D. Mass. 2026) offers important insights on several issues regarding the “employer signature” requirement, affiliate-level protections, and the substantive scope of noncompetition restrictions under the Massachusetts Noncompetition Agreement Act’s (“MNAA”).

In a significant development for private equity sponsors and companies using equity-based compensation, the Delaware Supreme Court has issued a decision that directly impacts the enforceability of restrictive covenants tied to incentive equity. The decision in North American Fire Ultimate Holdings LP v. Doorly provides important guidance for structuring equity incentive plans and drafting restrictive covenants, ensuring that such arrangements remain enforceable even when equity units are subject to forfeiture upon termination for Cause.  We summarize below the key facts and implications of the Court’s holding.

A recent decision from the Massachusetts Superior Court has put “employers” on notice. In Anaplan Parent LP and Anaplan Inc. v. Timothy Brennan, the court interpreted the term “employer” under the Massachusetts Non-Competition Agreement Act (“MNAA”) narrowly in refusing to enforce non-competition provisions set forth in three equity agreements an employee signed with the parent company of his employing entity, but not the employing entity itself. 

Employers who broadly use restrictive covenants across multiple employment and other documents should carefully review the decision and consider whether they need to address their existing restrictive covenant scheme to ensure enforceability under the MNAA.

Many Massachusetts residents have recently considered taking, or have undertaken, steps to relocate from Massachusetts to jurisdictions with lower or no state income taxes, especially in light of the recently enacted 2023 Massachusetts “Millionaire’s Tax”.  While such a move could offer significant tax advantages, a recent Massachusetts Appeals Court decision, Welch v. Commissioner of Revenue, could reshape how nonresidents are taxed on capital gains from stock sales, emphasizing where the value was earned over where it is recognized. 

Restrictive covenants are unquestionably a significant deal consideration in M&A transactions. In the private equity context, a buyer is focused on restrictive covenants to protect its investment by binding the sellers and other recipients of material deal proceeds to obligations and restrictions for a certain period of time following the transaction. Restrictive covenants serve several purposes and are highly beneficial for a buyer; accordingly, absent any legal limitations and assuming sufficient consideration, a buyer is incentivized to impose restrictive covenants on as many selling parties as possible. However, and not surprisingly, sellers heavily negotiate their post-transaction restrictive covenant obligations to keep their business options as open as possible on a go-forward basis. The conflicting interests of buyers and sellers when it comes to restrictive covenants result in carefully negotiated covenants spread out over multiple transaction documents and employment agreements. This article discusses the common restrictive covenants used in private equity transactions, the importance of such covenants in the key transaction documents, and related enforcement considerations. 

The Federal Trade Commission (FTC)’s new rule to ban most post-employment non-compete agreements could significantly impact M&A and private equity transactions. Assuming it withstands legal challenges, the rule will require buyers and private equity sponsors to rethink many of their asset protection strategies.