Sherman Antitrust Act: Federal antitrust law that prohibits activities restricting interstate commerce and market competition. Must be considered when drafting non-compete provisions to ensure they don't violate antitrust regulations.
Federal Trade Commission Act: Federal law governing unfair competition practices. Relevant for ensuring non-compete provisions don't constitute unfair business practices.
Clayton Act: Federal law supplementing the Sherman Act, particularly regarding mergers and interlocking directorates. Important for shareholder agreements involving corporate structure.
Securities Act of 1933: Federal law requiring registration of securities offerings and full disclosure of material information to investors. Critical for shareholder agreements involving stock transfers.
Securities Exchange Act of 1934: Federal law governing secondary trading of securities and establishing the SEC. Relevant for ongoing reporting requirements and trading restrictions.
State Non-Compete Laws: State-specific regulations governing the enforceability of non-compete agreements. Varies significantly by jurisdiction, with some states like California largely prohibiting them.
State Corporate Laws: State-specific laws governing corporate formation, operation, and governance. Essential for structuring shareholder rights and obligations.
Reasonableness Requirements: Legal doctrine requiring non-compete provisions to be reasonable in geographic scope, duration, and scope of restricted activities while protecting legitimate business interests.
FTC Proposed Rule 2023: Proposed federal regulation to ban non-compete clauses, which could significantly impact the enforceability of non-compete provisions in shareholder agreements.
Biden Executive Order on Competition: Executive Order promoting competition in the American economy, including initiatives to limit the use of non-compete agreements.
Fiduciary Duties: Legal obligations of loyalty and care owed by shareholders in certain positions to the corporation and other shareholders. Must be addressed in shareholder agreements.
Transfer Restrictions: Securities law requirements governing the transfer of shares, including registration requirements and exemptions. Critical for shareholder agreement provisions on stock transfers.
