Non-compete clause in company takeovers: Important information

Questioner

I'm finding different stories on the internet and am therefore wondering whether a non-compete clause is included in all cases of a company takeover? The following I found on a website: There are three types of business takeover: • Conversion of a business structure (for example: a partnership is converted into a private limited company) • Due to a reorganization, an employee is transferred to another company, a subsidiary or the holding company • A transfer of business takes place The Supreme Court has ruled that a non-competition clause must be renegotiated in the first two cases, because it may have become more burdensome as a result of the conversion of the business form, or the transfer to another company, subsidiary or the holding company. Could you please let me know if this is true or not? The hair salon has now become a general partnership, and my colleagues will be taking it over entirely in two years.

Questioner

What you found online is correct. However, you indicated that the company was taken over by two employees. In that case, there is a transfer of the business, not a conversion or reorganization. Therefore, the first two cases mentioned by the Supreme Court do not apply. See also for a similar case: 's-Hertogenbosch Court of Appeal, 29-11-2011, LJN: BU6554.

Questioner

Then that's clear, thanks for another quick response! Now I know you're allowed to declare up to a certain amount of home earnings per year. Or is that also prohibited because of the non-compete clause? I think I'll just tell my boss I want to start my own business and see what we can do. Otherwise, I'll have to work somewhere else for a year. What would you do? MVG

Questioner

The amount you earn at home is subject to tax law and doesn't affect the non-compete clause. So, perhaps it's better to indicate that you're considering starting your own business and see if something can be arranged.