I Work in the UK for a US Company: Can It Enforce a Global Non-Compete?
A US employer can put New York law, American courts and a worldwide restriction in your contract. That does not settle a competing move made from England.
Upload the employment contract, bonus plan and share documents to Caira. Its AI-powered document tool can help bring potentially relevant wording together.
Start with where you work
For someone habitually working in England, English rules may remain important even where the employer is incorporated in Delaware and the contract chooses US law. Under Article 8 of Rome I, that choice cannot necessarily remove mandatory protections that would otherwise apply.
In Gagliardi v Evolution Capital Management LLC [2023] EWHC 1608 (Comm), the High Court found a good arguable case that London was the portfolio manager’s habitual workplace. It restrained the US investment manager from taking further steps in New York while English jurisdictional protection applied.
Governing law is not the same as the court
Separate these questions:
Question | What to check |
|---|---|
Who employed you? | The UK subsidiary, US parent, partnership or more than one entity |
Which law applies? | Employment contract, equity plan and bonus agreement may choose different laws |
Where can proceedings happen? | English court, US state court or arbitration clause |
What is restricted? | A rival job, consultancy, ownership, client contact or use of information |
Where would an order matter? | Your location, new employer, business, clients and assets |
Under English jurisdiction rules, an employer may generally sue a UK-domiciled employee only in the part of the UK where they are domiciled. A US court may still accept proceedings, so parallel litigation remains possible.
In Petter v EMC Europe Ltd [2015], the Court of Appeal held that the English court had jurisdiction and restrained EMC Corporation, a US technology parent, from pursuing Massachusetts proceedings over stock documents. Its EU framework predates Brexit.
“Worldwide” does not mean automatic worldwide enforcement
Where English restraint-of-trade rules apply, a restriction must protect a legitimate interest and go no further than reasonably necessary. Confidential information, client relationships and workforce stability may qualify. Ordinary competition does not.
An English order is directed at the parties before the court. It does not become automatically enforceable in every country.
A global market can sometimes justify wide language for a technology executive, consultant, investment banker, hedge-fund trader or quant. Covering every role for every group company may still be excessive. In Tillman v Egon Zehnder Ltd [2019], the Supreme Court removed excessive shareholding wording from the executive-search consultancy’s restriction before enforcing the rest.
Caira uses a knowledge base containing legal documents for England and Wales. It can help map the stated duration, territory, restricted business, roles and named competitors across your documents.
Can you target different clients?
First identify the clause you are dealing with:
A non-solicitation clause may stop you approaching defined clients, prospects or colleagues.
A non-dealing clause may also stop you accepting work when the client approaches you first.
A non-compete clause may stop the competing role or business itself, even if you never contact an existing client.
Confidentiality duties can still protect pricing, pipeline data, algorithms, source code or private client information.
If a client restriction covers only customers with whom you had material dealings, unrelated new customers may fall outside it. That does not remove a separate non-compete. “Prospective client” may include a business on the employer’s sales pipeline.
The same distinction applies to colleagues. An independent application may not be solicitation, but a no-hire clause may separately prohibit employing or engaging them. Coordinating a team move while still employed can also raise duties that exist before termination.
American law varies by state
There is no universal US answer. California broadly treats employment non-competes as void, subject to exceptions. New York applies a reasonableness test.
The US Federal Trade Commission’s proposed nationwide rule is not in force. So “America banned non-competes” is not a safe conclusion. Nor does a California headquarters automatically give a London employee California’s rule.
Check every document before moving
Your employment contract may be English while a US equity plan uses Delaware law and arbitration. Joining a rival may raise three questions: can the employer stop the job, cancel unvested awards or reclaim money?
Pause before resigning or announcing the move. The position is easier to understand while every document is available. Caira is free to try, with paid access at £15 a month. It can help compare how the agreements describe governing law, bonuses, shares and restrictions. For the underlying English test, see whether an employer can stop a competing move or startup.
Three questions you may feel silly asking
The contract says “worldwide”. Does that mean I cannot work anywhere on Earth?
No. It describes the claimed scope, not automatic enforceability in every country. The market, your role, the employer’s legitimate interest and where enforcement is sought all matter.
Can I avoid the clause by calling myself a consultant?
Usually not if the wording covers employment, consultancy or indirect involvement. The court looks at the real arrangement, not just the title.
If I only approach brand-new clients, am I safe?
Possibly under a narrowly defined client non-solicitation clause. But a non-compete, prospective-client restriction or misuse of confidential information may still apply. Read the definitions together.
This article is general information, not financial, legal, tax, or medical advice.
