Articles

When a buyer acquires a mid-market business, a significant portion of the purchase price is paid for goodwill — the customer relationships, supplier networks, and market position built over years. A non-compete agreement is the mechanism designed to protect it. But most non-compete clauses fail in one of two ways: drafted too narrowly to capture what the seller actually does after closing, or too broadly to survive judicial scrutiny. This article covers the full structure of an enforceable non-compete in a business sale context — the four requirements courts apply across CEE jurisdictions, the drafting decisions that determine whether a clause holds under pressure, and why a correctly drafted restriction is, by itself, rarely enough.

Standard due diligence confirms what a business looked like before you owned it. It rarely tells you what it will do after. Our latest article covers the full buy-side DD checklist for mid-market acquisitions, and the gaps that cause post-acquisition disputes.