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NLRB General Counsel Targets Non-Compete Agreements

By Sarah Adey posted 06-08-2023 09:29 AM

  

On May 30, 2023, Jennifer Abruzzo, General Counsel for the National Labor Relations Board (NLRB), issued Memorandum GC 23-08, titled “Non-Compete Agreements that Violate the National Labor Relations Act.” Private employers that enter into non-compete agreements with non-supervisory level employees, pay attention; the memo applies to you. 

A non-compete agreement prohibits an employee from taking certain jobs or competing with the employer after leaving the organization. Abruzzo’s latest memo asserts that non-compete agreements that are overbroad or unreasonable may violate the National Labor Relations Act (NLRA) by chilling employees’ Section 7 rights, which protect the right to engage in concerted activity to improve working conditions.  

The memo focuses on the following five types of Section 7 activity that non-compete agreements may restrict: 

  • Concertedly threatening to resign to demand better working conditions; 

  • Carrying out concerted threats to resign or otherwise concertedly resigning to secure improved working conditions; 

  • Concertedly seeking or accepting employment with a local competitor to obtain better working conditions; 

  • Soliciting coworkers to work for a local competitor as part of a broader course of protected concerted activity; 

  • Seeking employment, at least in part, to specifically engage in protected activity with other workers at an employer’s workplace. 

Abruzzo argues that the offer, maintenance, and enforcement of a non-compete that reasonably tends to chill employees from engaging in Section 7 activity violates the NLRA, unless it is narrowly tailored to special circumstances, justifying the infringement on employee rights. An employer’s desire to avoid competition, retain employees, or protect special investments in training employees is unlikely to justify an overly broad provision. However, a restriction on an individuals managerial or ownership interests in a competing business or true independent contractor relationship may pass muster. If an employee has access to trade secrets or property information, employers can continue protecting such information 

Abruzzo's memo is not binding on the NLRB. For the law to change, a case must get before the NLRB, where Abruzzo will argue for the Board to follow her interpretation of the NLRA. She has already issued a complaint in hopes of getting this issue before the Board. Employers should be prepared for the possibility that non-compete agreements may become even more difficult to enforce. 

Employers wanting to be proactive can take the following steps to comply with the new guidance on non-compete agreements: 

  • Review all non-compete agreements with legal counsel to ensure they are narrowly tailored to protect legitimate business interests. 

  • If an employer cannot justify a non-compete agreement, it should be removed from the agreement. 

  • Employers should train their managers and employees on the NLRB's new guidance on non-compete agreements. 

  • Employers must be prepared to defend any non-compete restrictions in court or before an administrative agency. 

If you have any questions about non-compete agreements, please contact Employers Council. 


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#PrivatelyHeld
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