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In June 2016, AmSurg Corp. and Envision Healthcare Holdings, Inc. (Envision) announced they have signed a definitive merger agreement pursuant to which the companies will combine in an all-stock transaction. Upon completion of the merger, which is expected to be tax-free to the shareholders of both organizations, the combined company will be named Envision Healthcare Corporation and co-headquartered in Nashville, Tennessee and Greenwood Village, Colorado. The company's common stock is expected to trade on the New York Stock Exchange under the ticker symbol: EVHC. Bass, Berry & Sims served as lead counsel on the transaction, led by Jim Jenkins. Read more.

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Inside the FCA blogInside the FCA blog features ongoing updates related to the False Claims Act (FCA), including insight on the latest legal decisions, regulatory developments and FCA settlements. The blog provides timely updates for corporate boards, directors, compliance managers, general counsel and other parties interested in the organizational impact and legal developments stemming from issues potentially giving rise to FCA liability.

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Presentation Recap: What You Need to Know: Non-Competition and Non-Solicitation Agreements


February 4, 2015

On December 3, 2014, Bass, Berry & Sims hosted a General Counsel Forum for a discussion of key issues that arise in the drafting and enforcement of restrictive covenant agreements. Attorneys Bob Horton and Stephanie Roth, from the Labor & Employment Practice Group, launched the event by addressing the need to begin with the end in mind. When drafting a non-compete or non-solicitation agreement, what interests is the agreement intended to protect? In what jurisdiction might a challenge to the agreement be brought, often years after its drafting?

After identifying and clarifying its purpose, the agreement can be drafted with precision. The drafter must address, among other issues, the varying jurisdictions in play; the proper time, geographic and activity scope of the restrictions; the adequacy of consideration; and the relationship between the employer's protectable interests and the other party's knowledge, experience and relationships.

The ability to craft an agreement protecting the interests of the employer will be constrained, in part, by the often idiosyncratic requirements of any state law that might ultimately be applied to the agreement to determine its enforceability. To that end, Bob and Stephanie presented examples of the limits certain states impose regarding who can be subject to restrictive covenants and how restrictive covenants must be drafted and executed so as to be enforceable, including the benefits and pitfalls of choice of law and forum selection clauses. A central takeaway from the discussion was that a one-size-fits-all approach can pose significant risks of non-enforcement if implemented across multiple states and job groups. A carefully tailored agreement, though, increases the likelihood of enforcement and may offer more flexibility than initially thought possible in jurisdictions with strict limitations on restrictive covenant agreements.

Video of the presentation, which provides additional information about issues to consider when drafting restrictive covenant agreements and assessing the risk of hiring persons with restrictive covenants arising from past employment, is available here.

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