In a recent landmark case, the United Kingdom Supreme Court held in BTI 2014 LLC v. Sequana SA & Ors,  UKSC 25 that directors of a corporation owe a fiduciary duty to creditors when a corporation is at or near insolvency.
Imagine you are the CEO of a marketing company. One of your employees, Nav, recently resigned and started freelancing her marketing services. Throughout her ten years of employment, Nav developed a close relationship with many of your company’s clients. One day, your client Sam calls to inform you that his firm will no longer require your company’s services. You later learn that Sam took his business to Nav.
Employers want to protect their proprietary interest in maintaining client relationships within reason but need to be careful not to overreach when drafting a non-solicitation clause. These clauses are particularly important for sales employees.