Preliminary injunctions to enforce shareholder non-competes: buyer remedies confirmed

In a recent decision (LA-2026-7531, 30 January 2026), the Agder Court of Appeal granted a preliminary injunction enforcing a non-compete in a shareholders’ agreement following an acquisition and reinvestment structure.

The dispute arose from the September 2023 acquisition of Easyweb AS by Coretrek Holding AS. One of the sellers ("A") was an employee and minority shareholder and reinvested part of the consideration, becoming a minority shareholder in Coretrek Holding AS. A's part of the consideration was NOK 1.85 million of which he reinvested NOK 1.1 million, and then held 0.93% of the shares in Coretrek Holding AS.

In connection with the sale and reinvestment, the seller acceded to a shareholders’ agreement in Coretrek Holding AS. The agreement included (i) a non-compete preventing certain shareholders (including the reinvesting shareholders) from working for competitors while they remained shareholders and for two years thereafter, and (ii) a buy-out mechanism allowing the company and/or other shareholders to acquire the breaching shareholder’s shares at a specified price.

In June 2025, A resigned and joined a competitor, Cherry Agency AS. Coretrek Holding AS sought a preliminary injunction to stop A from working for Cherry Agency AS. The case raised the following questions:

• Was the shareholders’ agreement’s buy-out provision exhaustive, preventing Coretrek Holding AS from enforcing compliance with the non-compete in the same agreement (i.e., seek injunctive relief/specific performance)?

• Was the non-compete in the shareholders' agreement contrary to statutory employment rules limiting non-competes for employees?

• Was the non-compete invalid in accordance with the Norwegian Agreements Act Section 38?

The Court of Appeal overturned the first-instance court on the first question. It held that, absent clear wording to the contrary, a contractual non-compete is presumed enforceable according to its terms, including by injunction. The mere presence of a buy-out mechanism did not exclude injunctive enforcement of agreed restrictions.

On the second question, the Court of Appeal noted potential tension between obligations arising from shareholding and from employment, where rules in the Norwegian Working Environment Act limit the scope and length of non-competes towards employees as well as requiring specific compensation. The Court of Appeal held that the link to the share purchase and A's role as a reinvesting shareholder indicated that the employment-law restrictions did not apply. The court referred to and confirmed the view held in a published  article by DLA Piper partner Rajvinder Bains and industry peer Hans Jørgen Bender that the threshold is high for treating shareholder-agreement non-competes as employment non-competes.

On the third question, A had argued that it was impossible for him to sell the shares, and that the non-compete therefore did not have an end date. The Court of Appeal held that a non-compete clause should have an end date, but that this question was not relevant for the injunction as it in any case was possible to enforce the non-compete just a few months after A had resigned and that the injunction was limited to two years.

The Court of Appeal found the conditions for preliminary relief met, including a need to prevent significant harm while the merits case is pending. It emphasized that, in non-compete disputes, the risk of harm is often greatest at the outset. The injunction prohibited A from working for Cherry Agency AS or other competing businesses pending final judgment in the main proceedings, but in any event no later than 31 October 2027.

The agreement mechanism in these disputes is commonly used and hence the decision is particularly relevant in people-dependent acquisitions where sellers reinvest and remain shareholders. Key buyer takeaways on remedies and drafting:

• A buy-out mechanism does not necessarily displace injunctive enforcement. Buyers should draft expressly that the buy-out right is cumulative and does not limit the right to seek interim and final injunctive relief.
• Buyer protection, strengthened by attaching non-compete obligations to shareholding, is enforceable within the scope of a shareholding agreement where sellers remain shareholders post-closing.
• Buyers should be prepared to act quickly if a seller-shareholder joins a competitor and to document time-sensitive harm (customer relationships, key personnel, pricing/strategy). Interim relief may be available where the competitive harm is substantial and urgent.
• The court accepted that statutory limits designed for employment non-competes may not apply to a holding-company shareholders’ agreement. Structuring and drafting the agreement can be decisive for access to injunctive and final remedies.

DLA Piper has substantial experience on people-dependent acquisitions, including structuring and drafting shareholder agreements and post-closing governance arrangements to protect value. Our corporate, employment and litigation teams work seamlessly to assess enforceability, align shareholder restrictions with applicable employment-law constraints, and act swiftly in disputes-for example, by seeking interim and final injunctive relief where necessary.