Close X
Attorney Spotlight

How did Sylvia Yi's previous work at the Department of Homeland Security prepare her for working with government contractors at Bass, Berry & Sims? Find out more>


Close X


Search our Experience

Experience Spotlight

On December 1, 2016, Parker Hannifin Corporation and CLARCOR Inc. announced that the companies have entered into a definitive agreement under which Parker will acquire CLARCOR for approximately $4.3 billion in cash, including the assumption of net debt. The transaction has been unanimously approved by the board of directors of each company. Upon closing of the transaction, expected to be completed by or during the first quarter of Parker’s fiscal year 2018, CLARCOR will be combined with Parker’s Filtration Group to form a leading and diverse global filtration business. Bass, Berry & Sims has served CLARCOR as primary corporate and securities counsel for 10 years and served as lead counsel on this transaction. Read more here.

Close X

Thought Leadership

Enter your search terms in the relevant box(es) below to search for specific Thought Leadership.
To see a recent listing of Thought Leadership, click the blue Search button below.

Thought Leadership Spotlight

FCPA: 2016 Year in Review & 2017 Enforcement Predictions

A review of trends and developments in FCPA as well as a look ahead into what to expect for 2017. This report aims at providing corporate leaders and companies with the knowledge they need to comply with the FCPA and avoid litigation in 2017.

Read now

Putting Physician Non-Competes On The Same Page (Sort Of)


June 24, 2011

Last month, Tennessee Governor Bill Haslam signed into law Public Chapter No. 218 ("P.C. 218") and Public Chapter No. 271 ("P.C. 271"), which together broaden the enforceability of physician non-compete covenants in Tennessee. In addition, the legislation attempts to correct previous inconsistencies among the three Tennessee statutes that address physician non-compete covenants1, but ultimately fails to align these statutes completely.


Originally enacted in 2007, Tenn. Code Ann. § 63-1-148 (the "General Non-Compete Provision") establishes a limited ability to enforce reasonable non-competes against healthcare providers, including physicians (except emergency medicine specialists), chiropractors, podiatrists, dentists, optometrists and psychologists. Under the General Non-Compete Provision, a non-compete agreement with a healthcare provider is presumed enforceable if (1) the agreement is in writing, (2) the restriction lasts for no longer than two years after the termination of employment (or other contractual relationship), and (3) the restriction is limited in geographic scope to certain prescribed areas (typically the greater of either a 10-mile radius from the provider's primary practice site or the county in which the primary practice site is located). These and other general provisions remain unchanged.

The ability of hospitals and their affiliates to enforce non-competes has been historically addressed in two additional Tennessee statutes: Tenn. Code Ann. § 63-6-204(f); and § 68-11-205(b), which will be collectively referred to in this alert as the "Hospital Non-Compete Provisions." As mentioned in our prior Health Law Updates on this topic,2 the restrictions on physician non-compete covenants in the Hospital Non-Compete Provisions have generally been considered more stringent, i.e., more employer-unfriendly, than the restrictions in the General Non-Compete Provision.

Expansion of Enforceability of Non-Competes

P.C. 218, enacted on May 20, 2011, amends the General Non-Compete Provision, effective January 1, 2012, to remove limitations on the enforceability of non-compete covenants against physicians who have been employed for longer than six years. Previously, a non-compete covenant could not extend beyond six years without the parties agreeing to renew it in writing based on additional negotiations and fresh consideration (and even then for no longer than an additional six-year period, which could again be renewed by the same process). Pursuant to P.C. 218, there will no longer be any length-of-employment limitations within the statute; thus, the only length-of-employment (or length-of-contract) limitations that may come into play are those that the physician and employer negotiate and agree to incorporate into the contract. In addition, P.C. 218 expands applicability of § 63-1-148 to osteopathic physicians.

Partial Reconciliation Of Hospital Non-Compete Provisions With General Non-Compete Provision

P.C. 271 attempts to fix the non-alignment between the General Non-Compete Provision and the Hospital Non-Compete Provisions by amending Tenn. Code Ann. § 63-6-204(f), which defines "the practice of medicine" and establishes limitations on hospital (and hospital affiliate) employment of physicians. Prior to the enactment of P.C. 271, the extent of the restrictive covenants under this Hospital Non-Compete Provision that a hospital could place on physicians who became employees other than as a result of a bona fide practice purchase centered on whether the physician had been employed for more or fewer than five years. P.C. 271 removes these more-than and fewer-than five year provisions and replaces them with a simple statement that all restrictive covenants for physicians whose employment does not stem from a bona fide practice purchase must comply with the General Non-Compete Provision (Tenn. Code Ann. § 63-1-148).

However, P.C. 271 does not address the other Hospital Non-Compete Provision (Tenn. Code Ann. § 68-11-205(b)), and therefore that provision, which contains the more-than and fewer-than five year standards, remains intact. As a result, although P.C. 271 strives to create some clarity and consistency among non-compete provisions, it ultimately fails to do so completely by ignoring or overlooking § 68-11-205. Now the law surrounding hospitals’ and hospital affiliates’ ability to enforce physician non-competes is in some ways potentially more confusing because two statutes that specifically address hospital restrictive covenants say different things.

If you have any questions regarding this Health Law Update, please contact any of the attorneys in our Healthcare Practice Group.

1  See Tenn. Code Ann. §§ 63-1-148, 63-6-204, and 68-11-205.
See "Physician Non-Competes - New Flexibility, But Can Hospital Employers Benefit?" (June 4, 2010), and "Tennessee General Assembly Breathes New Life Into Physician Covenants Not To Compete" (June 15, 2007).

Related Services


Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.