Guide · For law-firm partners and firm general counsel
Partner non-compete and garden leave by country.
The restraint that binds a departing partner is set by the country, the instrument and the court, in that order. Seven jurisdictions, each read from a dated legal source, and one finding that does not flatter the usual advice.
What actually binds a partner who leaves?
Four instruments sit between a partner and a start date: a non-compete, a notice period with garden leave, a client-protection clause, and money that is forfeited on departure. Countries regulate them differently, and the strongest is rarely the one firms write first.
- 2 years
- ceiling in Germany and the UAEGermany: paid, at least 50% of last benefits. UAE: defined time, place and work.
- §74 HGB; UAE Federal Decree-Law 33 of 2021, art. 10
- 1 Jan 2024
- California bars enforcement wherever signedSection 16600.5, with notice duty under §16600.1 by 14 February 2024
- California Business and Professions Code, SB 699 and AB 1076
- 3 months
- cap floated in the UKA working paper option, not law; views closed 18 February 2026
- UK government working paper, 26 November 2025
- 2,600+
- partner conversations since 2017Conversations, not placements and not a series of notice lengths
- Sartori & Partners, firm record
A firm hiring a lateral partner buys a start date as much as a book. A firm losing a partner wants the opposite. Both read the same documents: the partnership or LLP deed, the notice clause, any client-protection clause, and any clawback. This guide reads them against seven legal regimes, citing statute, court decision or regulator text with its date. It is a map for the conversation with counsel, not a substitute for it. The governing law of the deed, the place the partner is admitted and the court that would hear a dispute can each differ from the office the partner sits in.
| Country | Non-compete rule | Other restraint in play | Garden leave |
|---|---|---|---|
| United States | Model Rule 5.6(a) bars practice restrictions except retirement benefits. California: no enforcement wherever signed (16600.5). | Clawbacks and deferred pay: NYC Bar Op. 2025-3 (13 Aug 2025) | Set by the deed and the firm's notice policy |
| United Kingdom | Common law: legitimate interest, reasonable scope. Reform working paper 26 Nov 2025 floats a 3-month cap. | Garden leave counts toward the same period as the covenant | The instrument most likely to hold |
| Germany | §74 HGB: written, at least 50% of last benefits, two years maximum. Partners: BGH two-year ceiling. | Client-protection clauses | Not the main tool |
| France | Employee: indispensable, limited, specific, paid (Cass. soc. 10 Jul 2002). Avocat collaborateur: no limit on future establishment (RIN art. 14). | Associates: contractual freedom under court control | Not the main tool |
| UAE | Decree-Law 33 of 2021 art. 10: two years maximum. DIFC: common-law reasonableness. | Injunction risk sits in the DIFC Courts | Depends on onshore or DIFC contract |
| Hong Kong | Restraint of trade: void unless reasonable between the parties and in the public interest. | Cap. 57 s.7 lets an employee pay in lieu of notice | Weakened by s.7 for employees |
| Singapore | Presumed void; enforceable if it protects a legitimate proprietary interest and goes no further than reasonable. | Bare non-competes rarely survive | Enforceable where the notice clause is |
Source: Legal sources listed in section 11, read 30 September 2026
The profession bars the covenant. The money does the same job.
Model Rule 5.6(a) is the reason a US law firm cannot write a real non-compete for a partner. Clawbacks are where the fight moved.
ABA Model Rule 5.6(a) prohibits a partnership, shareholder, operating, employment or similar agreement that restricts the right of a lawyer to practice after the relationship ends, except an agreement concerning benefits upon retirement. The comment to the rule gives two reasons: such an agreement limits the lawyer’s autonomy and limits the client’s freedom to choose a lawyer. State versions differ in detail, but the core is widely adopted, so a US partner’s exit is governed by notice, client-notice protocols and money, not by a covenant.
California goes further for everyone. Business and Professions Code §16600.5, added by SB 699 and effective 1 January 2024, says a contract void under §16600 is unenforceable regardless of where and when it was signed. Section 16600.1, from AB 1076, required employers to notify affected current and former employees by 14 February 2024. A partner signing in another state does not carry the covenant into a California court.
The federal rule never arrived. The FTC’s Non-Compete Clause Rule was set aside in the courts, the Commission voted on 5 September 2025 to dismiss its appeals and accede to the vacatur, and a Federal Register notice of 12 February 2026 removed the rule from the Code of Federal Regulations. The FTC said it would keep using case-by-case enforcement against unlawful non-competes. For a partner, the federal position is neutral and the state and ethics rules decide.
Economic terms are the live front. NYC Bar Formal Opinion 2025-3, issued 13 August 2025, treats compensation terms that by their terms or in practice discourage a lawyer from leaving to compete as a problem under New York Rule 5.6(a). A complaint filed in the Southern District of New York on 29 June 2026, reported by the ABA Journal on 7 July 2026, asks a court to apply New York rather than English law to a combined clawback of about $5.8 million. It is pending and is not a holding. The receiving firm’s counsel should read the clause, and so should the partner’s.
Garden leave is the instrument most likely to hold.
English courts apply a reasonableness test to covenants, and they look at the total time a person is kept out of the market, not the label on the clause.
England and Wales has no statutory ban and no statutory cap. A covenant is enforceable only if it protects a legitimate business interest and goes no further than is reasonable. In Tullett Prebon v BGC [2010] EWHC 484 (QB), decided on 18 March 2010, the court treated garden leave and restrictive covenants as interchangeable in the question that mattered: the overall period the individuals would be kept out of the market. That case concerned brokers, not lawyers, and the principle travels because it is about the period, not the profession.
For a partner, the practical points are the notice clause, the covenant period and whether the firm will set the two against each other. A partner of an LLP is a member, not an employee, so the LLP deed is the document. Whether a court will credit time on garden leave against a covenant is a drafting and a judgment question, and it is worth settling before the start date.
Reform is open, not done. The UK government published a working paper on 26 November 2025 with options that included a statutory cap (three months was the example), a full ban, and a ban below a salary threshold, and took views until 18 February 2026. The Competition and Markets Authority responded on 25 February 2026, favoring a combination of a ban below a salary threshold and a limited duration above it. We found no published government response at the time of writing. A partner is likely to sit above any threshold, so the duration limit is the piece that would matter.
A paid non-compete is lawful for up to two years.
Germany is the clearest case in the set: the statute prices the covenant, and the price is half of the last pay.
Section 74 of the Commercial Code (HGB) makes a post-contract non-compete binding on an employee only if it is in writing, signed by the employer, and accompanied by a promise of compensation of at least 50 percent of the last contractual benefits for each year the restriction runs. The maximum term is two years. Without the compensation commitment the clause is void and the employee is not bound. For an employed lawyer, this is the statutory frame.
A partner in a professional partnership is a separate case. The Federal Court of Justice, on 8 May 2000 (II ZR 308/98), held that a post-departure ban on a member of a professional partnership that runs beyond two years breaches §138 BGB, the provision on contracts contrary to public policy. The remedy is reduction to two years, not voiding the clause. The reported reasoning ties client-protection clauses to the partnership’s goodwill: where the goodwill is in the client relationships, the firm may ask a departing partner to leave the client base behind, but only for a limited time.
For a receiving firm, the German cost is concrete. A paid non-compete is a cash commitment by the old employer, and if it is enforced the partner is paid not to work for you. The old firm decides whether to pay. Ask early whether it has said it will.
Two rules: the employee covenant needs pay, the avocat collaborator cannot be bound.
A French firm has to ask which status the partner-to-be holds, because the answer changes the instrument.
For employees, the Cour de cassation’s social chamber held on 10 July 2002 (no. 00-45.135) that a non-compete is lawful only if it is indispensable to the legitimate interests of the business, limited in time and space, specific to the employee’s role, and includes financial compensation. The conditions are cumulative. A clause with no compensation fails on that ground alone, whatever a collective agreement says.
For avocats, the national internal rules add a profession-specific layer. Article 14 of the Règlement intérieur national (RIN) bars any clause that limits an avocat collaborateur’s future freedom of establishment. For associates the rules are silent, so contractual freedom applies under the control of the courts, and the validity of a clause depends on its proportion to the interest protected. A former collaborator, even with no covenant, must refrain from disloyal competition. Commentary on the rules also reports a duty to notify the old firm before acting for one of its clients for a period after departure; counsel should confirm the current text of the RIN.
The consequence for a recruiter or a hiring partner is that a French associate and a French collaborator are different risks. A departure from a collaborator status has almost no contractual restraint to manage, but it has a loyalty rule. A departure from an associate status has whatever the statutes of the firm say, read with a proportionality lens.
Onshore law caps it at two years. The DIFC asks if it is reasonable.
The same partner can sit under two different regimes in the same city. Which contract governs decides the test.
Federal Decree-Law 33 of 2021, article 10, allows a non-compete where the employee had access to clients or business secrets, but only if the restriction is defined by time, place and the type of work, to the extent needed to protect the employer’s lawful interests. The duration may not exceed two years from the end of the contract. Commentary notes that the clause must sit in the registered employment contract itself.
The Dubai International Financial Centre works differently. The DIFC Employment Law, DIFC Law No. 2 of 2019, has no express non-compete provision, and the DIFC Courts apply English common-law principles: a legitimate proprietary interest, no wider than reasonably necessary, reasonable in scope, territory and duration. The practical difference reported by practitioners is that injunctive relief is available in the DIFC, so a court can order a former employee not to join a competitor pending trial.
A firm hiring from the Gulf should ask two questions before any start date is fixed: which contract governs, and whether the old employer has applied for an injunction. Sartori & Partners has run a Dubai hub since 2021, and those two questions come before the offer letter, not after it.
Courts are reluctant, and payment in lieu weakens garden leave.
Hong Kong follows the English restraint-of-trade approach, with one statutory twist on notice.
A covenant in restraint of trade is unenforceable in Hong Kong unless it is reasonable between the parties and in the public interest. Courts are often reluctant to uphold non-competes, and commentators reported in November 2021 that an interim injunction enforcing one was rare enough to be notable. The length of the restraint is a central factor: an excessive period is less likely to stand, and the employer must be ready to justify it with evidence.
Garden leave has a statutory limit. Section 7 of the Employment Ordinance (Cap. 57) lets either party to a contract of employment end it without notice by paying the wages that would have accrued during the notice period. Practitioners read this as a right that a garden-leave clause cannot override, so an employee can buy out the notice period rather than sit it out. That applies to contracts of employment; a partner bound by a partnership deed is outside the ordinance and the deed is the document to read.
Presumed void, enforceable on proof.
Singapore places the burden on the firm that wrote the restraint.
A restraint of trade clause in Singapore is presumed void. It can be enforced if the employer proves that it protects a legitimate proprietary interest and goes no further than is reasonable as between the parties and in the public interest. The Court of Appeal set out the approach in Man Financial (S) Pte Ltd v Wong Bark Chuan David [2007] SGCA 53, and the High Court reapplied it in Smile Inc Dental Surgeons Pte Ltd v Lui Andrew Stewart. Protecting confidential information, special trade connections and a stable trained workforce can each be a legitimate interest. A bare covenant not to compete, without a specific interest behind it, will not be upheld, and where a separate clause already protects confidential information the firm must show an interest beyond that.
Garden leave sits on the notice clause and is treated as a matter of contract and discretion; the Singapore Law Gazette has a practitioner treatment of rights, duties and enforcement. As in the UK, what matters is the total period away from the market. The firm that recruits into Singapore from another platform should ask for the notice clause before the offer letter, not after.
Read the notice clause before the covenant. It is the one that holds.
Nobody, including us, can tell you how long a partner will sit out.
The figure most often quoted in partner moves is six months. None of the seven regimes fixes it.
The lesson for a partner is that a clean covenant does not mean a free start date. The lesson for a firm is that a hire who has “no non-compete” may still be on garden leave, on a clawback or bound by a client-protection clause. Our own partner work starts with the notice and the money for that reason. A confidential energy partner search in Houston, written up in the Houston case study, is built around diligence of the book and discretion in the process, because the restraint is usually found in the documents and not in the headline.
Seven documents, read in this order.
The order matters because each answer changes the next question.
The deed or contract
Which law governs, which court hears a dispute, and whether the partner is a member, an employee or both.
The notice clause
Its length, whether it allows garden leave, and whether payment in lieu is permitted or is overridden by statute, as in Hong Kong.
The covenant
Duration, geography and the legitimate interest it names. In Germany, whether compensation is promised; in France, which status applies.
The client-protection clause
What the partner may say to clients and when. In Germany, the two-year ceiling; in France, the loyalty duty.
The clawback or deferred pay
What is forfeited on departure and whether it discourages competing. In New York, Opinion 2025-3 is the reference.
The conflicts file
What the receiving firm can clear before the start date. See the lateral partner questionnaire and due diligence guides.
The start-date plan
How garden leave, conflicts clearance and client introductions are sequenced so the practice is active when the partner arrives.
Our partner recruiting process reads the covenant and notice obligations before a start date is written into an offer. The sequence is also set out in the guides on confidential lateral moves and lateral partner guarantees, which cover clawbacks from the compensation side.
What firms and partners ask about restraints
Can a law firm stop a partner from joining a competitor after resignation?
It depends on the country and on the instrument. In the United States, ABA Model Rule 5.6(a) bars agreements that restrict a lawyer’s right to practice after the relationship ends, except retirement benefits. Germany allows a paid non-compete of up to two years under §74 HGB. France voids an employee non-compete that carries no financial compensation. In England, Hong Kong and Singapore the answer turns on whether a court finds a legitimate interest and a reasonable scope, and on the notice period.
Is garden leave enforceable against a partner?
Garden leave is a notice-period tool, so it is enforceable where the notice clause is. The English High Court in Tullett Prebon v BGC [2010] EWHC 484 (QB) treated garden leave and covenants as interchangeable in the question that matters, the total period someone is kept out of the market. In Hong Kong, the Employment Ordinance (Cap. 57) s.7 lets either party end an employment contract by paying wages in lieu of notice, which limits what garden leave can do for an employee. A partner under a deed is a separate question: the deed governs.
Does California’s ban reach a partner who signed somewhere else?
Yes, as to enforcement in California. Business and Professions Code §16600.5, effective 1 January 2024, says a contract void under §16600 is unenforceable regardless of where and when it was signed. Section 16600.1 required notice to affected current and former employees by 14 February 2024. Lawyers also have Rule 5.6(a) behind them. Economic terms are a separate fight: NYC Bar Formal Opinion 2025-3 (13 August 2025) treats clawbacks that discourage leaving to compete as a Rule 5.6(a) problem in New York.
What is the longest enforceable non-compete for a departing partner in Germany or the UAE?
Two years in both, on different legal footings. Section 74 HGB caps an employee non-compete at two years and requires compensation of at least 50 percent of the last contractual benefits for each year. The Federal Court of Justice held on 8 May 2000 (II ZR 308/98) that a longer ban on a departing member of a professional partnership breaches §138 BGB and is cut back to two years. UAE Federal Decree-Law 33 of 2021, article 10, caps a non-compete at two years and requires a defined time, place and type of work.
Is a UK non-compete cap coming?
Not yet law. The UK government published a working paper on 26 November 2025 that floated a three-month statutory cap, a ban below a salary threshold, or a full ban, and took views until 18 February 2026. The Competition and Markets Authority responded on 25 February 2026 and favored a combined approach: a ban below a salary threshold plus a limited duration above it. We found no published government response at the time of writing. Check before relying on either number.
What should a firm do about a partner’s covenants before making an offer?
Read the actual documents, in order: the partnership or LLP deed, the notice clause, any client-protection clause, and any clawback. Then map each to the governing law and the court that would hear it. Our partner recruiting work starts from that file, because the start date and the book transfer both follow from it.
Statute, court decisions and regulator text, each dated.
Every legal statement names the instrument and the date. Secondary commentary is used only where the primary text sits behind a paywall or in another language.
Legal sources by country
21 references- ABA — Model Rule 5.6: Restrictions on Rights to Practice americanbar.org ↗
- Fenwick — California Expands Prohibition Against Non-Competes (September 2023) fenwick.com ↗
- FTC — Files to Accede to Vacatur of Non-Compete Clause Rule (5 September 2025) ftc.gov ↗
- Federal Register — Removal of the Non-Compete Rule to Conform to Federal Court Decisions (12 February 2026) federalregister.gov ↗
- NYC Bar — Formal Opinion 2025-3 (13 August 2025) nycbar.org ↗
- ABA Journal — 2 former partners sue over alleged compensation clawbacks (7 July 2026) abajournal.com ↗
- Tullett Prebon Plc v BGC Brokers LP [2010] EWHC 484 (QB) (18 March 2010) bailii.org ↗
- GOV.UK — Working paper on options for reform of non-compete clauses in employment contracts (26 November 2025) gov.uk ↗
- Withers — The CMA publishes its response on reform of non-compete clauses (February 2026) withersworldwide.com ↗
- Heuking — Post-contractual non-compete clause (§74 HGB) heuking.de ↗
- BGH, 8 May 2000, II ZR 308/98, as reported by Haufe haufe.de ↗
- Cour de cassation, chambre sociale, 10 July 2002, no. 00-45.135 (Légifrance) legifrance.gouv.fr ↗
- La GBD — Régime juridique de la clause de non-concurrence entre avocats lagbd.org ↗
- BSA Law — Enforceability and limits of non-compete clauses under the new UAE labour law bsalaw.com ↗
- Morgan Lewis — Getting the Deal Through, Labour & Employment 2023: UAE morganlewis.com ↗
- Employment Ordinance (Cap. 57), Hong Kong e-Legislation elegislation.gov.hk ↗
- Mayer Brown — Hong Kong Court Grants Rare Temporary Injunction Enforcing Non-compete Covenant (November 2021) mayerbrown.com ↗
- Man Financial (S) Pte Ltd v Wong Bark Chuan David [2007] SGCA 53 elitigation.sg ↗
- Singapore Law Gazette — Restraint of Trade Clauses in Employment Contracts (February 2012) v1.lawgazette.com.sg ↗
- Singapore Law Gazette — The Law and Practice of Garden Leave lawgazette.com.sg ↗
- Sartori & Partners — firm record sartoriglobal.com ↗
This guide is market intelligence for recruiting decisions, not legal advice. Laws change, and the UK position in particular is under review. Confirm each point with counsel in the governing jurisdiction. Sartori figures are those published on the firm record page.
The move, from both sides.
This page is the restraint map. The adjacent guides cover the resignation, the departure terms and the receiving firm's diligence.
How to Resign From a Law Firm
The resignation sequence once the covenants are read: notice, client contact and what to take.
Read the resignation guideNegotiating Your Law Firm Partner Departure
The departure terms a partner negotiates before the notice letter goes in.
Read the departure guideLateral Partner Due Diligence
The conflicts, clients, guarantees and references file a company reads before a firm's incoming hire closes.
Read lateral-partner diligenceFor firms and partners
Need the covenant and notice read before a start date is fixed?
We read the partnership deed, the notice clause and any clawback with you before an offer goes out, and sequence the move so the practice can be active on arrival.