On further appeal, the Texas Supreme Court conducted an extensive analysis of choice-of-law principles and determined that New York law should have been applied, and the forfeiture-for-competition clauses should have been respected, in part because the clawback structure did not offend Texas policy.
Applying the Restatement (Second) of Conflict of Laws § 187, the court emphasized that the law of a state designated by parties in their contracts will be applied unless either: "(a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties ' cho...
... middle of paper ...
After concluding that New York law could apply, the court then held that under New York 's "employee choice" principles, an executive who voluntarily left employment could be forced to forfeit his unvested stock if he chose to compete.
Although the Drennen opinion leaves several questions unanswered and purports to reserve the issue of whether Texas law would enforce ExxonMobil 's "detrimental activity" provision for another day, the ruling provides important new guidance for employers seeking to include restrictive covenant regimes within incentive and compensation arrangements for Texas employees. How best to structure those arrangements, and which state 's law to choose to govern them, will depend from company-to-company and from arrangement-to-arrangement. However, Texas employers now have an expanded toolkit to use when seeking to deter competition.
Need Writing Help?
Get feedback on grammar, clarity, concision and logic instantly.Check your paper »
- Integrated Oil Companies and ExxonMobil Analysis Edwin Romero Ashford University BUS 690: Business Strategy Dr. David Kalicharan December 22, 2014 Abstract The Oil and Gas Industry is one of the oldest industries in the world, which plays a crucial role for the survival of mankind on this earth. As the future is demanding for nonhydrocarbon energy sources, we still foresee the need for oil and gas energies. We’ll look through a Strengths Weaknesses Opportunities and Threats (SWOT) analysis for integrated oil companies (IOCs), and provide recommendations.... [tags: Petroleum, ExxonMobil, Alternative energy]
1401 words (4 pages)
- ... When major changes occur at the company there has not been a great deal of communication to their employee base and as a result resentment can occur and it takes longer for employees to accept the changes. An employee from PharMerica presented us with an example of this; as stated earlier PharMerica is the second largest player in its industry, the other is Omnicare. Omnicare offered a 457 million dollar buyout to PharMerica’s board of directors. However, the board rejected the offer stating that they undervalued the company, and Omnicare went directly to the Shareholders thus creating a hostile takeover bid.... [tags: human resources, employee confidence]
3256 words (9.3 pages)
- The objective of this paper is to analyze and discuss some of the Boeing Company's business decisions using their strengths, weaknesses, opportunities and threats, also known as an S.W.O.T. analysis which is defined as, "a planning tool used to analyze an organization's strengths, weaknesses, opportunities, and threats. (Nickels, McHugh, McHugh, page 216)". This is a very powerful tool usable by any business that is just starting out, going through a change in direction, or in the process of a major merger.... [tags: SWOT Analysis]
1874 words (5.4 pages)
- Executive Summary Sonic is the largest drive-in chain in the United States. Under the slogan "America's Drive-In," a Sonic features fast service by roller-skating carhops and unique menu items that cannot be found at McDonalds, Burger King, or Wendys. Sonic restaurants operate in 27 states so it is smaller than leading fast food chains however it is still a significant competitor. Founded by Troy Smith and Charlie Pappe in 1953, Sonic went from a single root beer stand to a popular franchise.... [tags: Business Analysis Sonic Management]
1980 words (5.7 pages)
- Operational Security Policy 1. Overview Edu Corp’s company structure incorporates a complex, strategic design in order to provide efficient operations. With the ongoing concerns of security, both physically and digitally, Edu Corp has developed a strict, detailed policy in order to protect the integrity of our company’s operations, but most importantly, our employees and customers, as they relate to the company’s operations. In alignment with various reports, operational security revolves heavily around the protection of information, notably unclassified information (“Operation Security,” 2016).... [tags: Risk, Security, Vulnerability, Corporation]
1136 words (3.2 pages)
- Our recommendation is to take Sears Holdings Corp. (SHLD) private through a private equity buyout. After doing so, we recommend implementing a centralized management structure and recruiting retail-savvy executives for the upper management team. We then recommend focusing on increasing value by capitalizing on SHLD’s real estate holdings through leasing agreements and increasing partnerships with complementary enterprises. Also, we recommend improving employee retention rates and retaining exclusive rights to private brands.... [tags: Porter’s Five Forces Analysis]
3014 words (8.6 pages)
- Financial Analysis of Oracle Corp INTRODUCTION Background and History Oracle Corporation is a technology company that supplies software for the use of information management. They develop, manufacture, market and distribute computer software that helps other corporations manage their data so they can better grow and prosper. In 1977, Larry Ellison, Bob Miner, and Ed Oates founded System Development Laboratories. After being inspired by a research paper written in 1970 by an IBM researcher titled “A Relational Model of Data for Large Shared Data Banks” they decided to build a new type of database called a relational database system.... [tags: essays papers]
2599 words (7.4 pages)
- Though the Supreme Court has not explicitly expanded the extraterritoriality doctrine beyond price control and price affirmation cases, there are indications that the doctrine has been extended in other dormant Commerce Clause cases. Plurality opinions clearly advance the doctrine as a separate holding, while some opinions use it as an alternative holding to a discriminatory law that fails strict scrutiny, or a neutral law that fails the Pike balancing test. i. A Supreme Court Plurality, in Edgar v.... [tags: Supreme Court of the United States]
1173 words (3.4 pages)
- Sears Holding Corp. Kmart and Sears have been part of the retail industry of America for the last two centuries, and as of November, 2004, they will be continuing due to their merger as Sears Holding Corp. This paper will first look at the history of the two companies to see how they started and what each company set out to achieve. This section will also include why the two companies failed. Secondly, a SWOT analysis will be performed on the new company, Sears Holding Corp, to try to identify where it stands in the present.... [tags: Business Analysis Management Essays Papers]
3399 words (9.7 pages)
- Human Resources at the AES Corp Structural Frame The organisational structure and management systems of AES are well aligned with its set of values and principles of (a) fun at work through making decisions and being accountable, (b) trusting its people by being treated fairly and with respect and (c) social and corporate integrity. No functional departments: fun but a costly trade-off. These values are manifest through a simple, five level hierarchical structure. Each plant has three levels - the plant manager, seven area superintendents and front-line staff while a divisional layer oversees the plants and projects by area providing the interaction between the headquarters and plants fol... [tags: Business Management Analysis]
1892 words (5.4 pages)
- Fiscal, Monetary And The Supply Side Policies
- Students ' Unrest And Its Impact On The Campus Community
- Applying For Potential Graduate Programs : Requirements Call For A Statement Of Purpose And Letters Of Recommendation
- Persuasive Writing Persuasive Essay Writing
- My Service Learning Project That Can 't Feed A Person
- Separation And Divorce Of Divorce