What the Galderma Decision Tells Texas Employers About Their Noncompete Agreements

If you have followed the noncompete saga over the last couple of years, you have watched the FTC try to ban them nationwide, get blocked in the Northern District of Texas in Ryan, LLC v. FTC, briefly appeal, and finally (in September 2025) abandon the appeal entirely and acquiesce to the rule’s vacatur. The federal ban is dead. Whatever the FTC’s next move turns out to be, for now, the question of whether your noncompete is enforceable is a state-law question.

Which is why a recent Texas Business Court decision is worth your attention. (I have written about the fledgling Texas Business Court system previously — see here.)

In Galderma Laboratories, L.P. v. Brenner, 26-BC08B-0003 (Tex. Bus. Ct. 8th Div., Mar. 12, 2026), Judge Brian Stagner of the Eighth Division (Fort Worth) granted a temporary injunction enforcing a senior executive’s noncompete. But he also rejected the trade secret and nonsolicitation claims that came along for the ride, and he reformed (i.e., narrowed) the noncompete itself before enforcing it.

Now, first things first. This was a temporary injunction hearing, not a full trial. While a temporary injunction hearing is certainly not meaningless, you should view it as what it is — temporary injunctive relief. It is not the same thing as a trial ruling.

Nonetheless, the Galderma opinion is a compact — if tentative — tutorial on what (probably) works and what (probably) does not in modern Texas restrictive covenant litigation, under the rules of these new specialist Texas Business Courts.

Erick Brenner was a senior executive at Galderma, a global skincare and aesthetics company. He served as general manager of the Injectable Aesthetics Division, including its hyaluronic acid dermal filler line, a portfolio reportedly worth around $1.8 billion in annual revenue, and later as interim head of the entire U.S. business segment. In June 2024, he signed a Protective Covenants Agreement (the “PCA”) containing, among other things, a 12-month post-termination noncompete, customer and worker nonsolicitation provisions, and confidentiality obligations. His employment ended on November 19, 2025, and his separation agreement purported to preserve those obligations.

In January 2026, Brenner accepted the CEO position at Prollenium Medical Technologies, a Canadian company whose hyaluronic acid dermal fillers directly compete with Galderma’s. Galderma sued in the Texas Business Court and moved for emergency injunctive relief.

The court granted relief, but only on the noncompete, and only after reforming it.

1. The noncompete itself was enforceable. The court found that Galderma showed a probable right of recovery on the noncompete claim. The PCA was likely enforceable under Texas Business and Commerce Code §15.50 because it was ancillary to an otherwise enforceable agreement (Brenner’s employment, supported by access to confidential information and incentive compensation), and because it contained reasonable limitations as to time, geography, and scope of activity. Brenner’s acceptance of the CEO role at a direct competitor in the same product segment fell squarely within the prohibited conduct. None of this should especially surprise anyone who has read §15.50 or its associated caselaw.

2. The nonsolicitation claims failed for lack of evidence. Here is where the opinion gets interesting. The court flatly rejected Galderma’s nonsolicitation claims because there was no evidence that Brenner had actually solicited any covered customer or worker. He may well have been positioned to do so. Or even likely to do so. But as the court put it, “Mere suspicion or apprehension of a possible breach is insufficient.” If you are an employer pursuing a nonsolicit claim, you need actual evidence of actual solicitation. The competitive context (by itself) is not enough.

3. The trade secret and confidentiality claims also failed. Galderma had forensic evidence that Brenner accessed company materials shortly before his departure and connected an external storage device. The forensics, however, did not establish that any confidential information was actually transferred or used. Brenner testified that he accessed the materials to assist a colleague who was assuming expanded responsibilities after his departure, and the record contained some documentary evidence supporting that explanation. On that record, the court declined to find a probable right of recovery on either the confidentiality covenant or the trade secrets claim. The court observed that “past access alone does not establish actual or threatened misappropriation,” adding that “this sort of supposition is how reputations are ruined in an industry.”

4. Irreparable harm was found, but only on the noncompete. Even though the court rejected the trade secret and confidentiality claims, it still found irreparable harm sufficient to support injunctive relief on the noncompete. The court’s reasoning here is interesting and bears a deeper dive. Specifically, the court focused on the practical reality of what a chief executive does: at that level, competitive decision-making is continuous and enterprise-wide. An executive cannot meaningfully compartmentalize confidential information once it has shaped his strategic instincts. As the court put it, “Once confidential information informs competitive strategy, it cannot be ‘unlearned.'” Given that the court rejected the trade secret and confidentiality claims, it was careful to confine this finding to the noncompete claim — but it is a notable finding nonetheless.

5. The court reformed the covenant before enforcing it. This is the part that most directly impacts noncompete drafting going forward. First, the PCA as written prohibited Brenner from working for a competitor “in any capacity.” Texas courts have rejected this sort of overbroad language for years as unreasonable on its face.

Second, the PCA also tied the geographic restriction to every area where Brenner had merely had access to information, regardless of whether he actually exercised authority there. Again, courts have for years rejected this sort of thing as overbroad.

Unsurprisingly, the Texas Business Court found that both provisions were overbroad. Rather than throw out the whole agreement, the court, following Texas Business and Commerce Code §15.51(c), narrowed the covenants. The court’s reformed restriction limits Brenner to roles “the same as or substantially similar to” his prior responsibilities and confines the geography to the U.S. market for hyaluronic acid dermal fillers.

Stop using “in any capacity.” This language is a familiar template fixture, and it has been a familiar reformation target for at least two decades. Texas law does not allow you to prohibit an employee from working for a competitor in any role; it allows you to prohibit them from competing in roles substantially similar to the one they performed for you. Drafting around this is not difficult, but the template language keeps showing up, and courts keep narrowing it. There is no benefit to leaving it in. The court will not give you the benefit of the doubt; it will simply rewrite your agreement to whatever it considers reasonable, and you will live with that. Better practice is to start with a reasonable restriction that does not invite the court to rewrite under Texas Business and Commerce Code §15.51(c).

Be careful with geographic scope tied to “access.” A clause that restricts an employee from working anywhere they had access to confidential information sounds protective, but it sweeps in territory the employee may have had no operational involvement in, and — as with “in any capacity” — invites a rewrite.

Match the time period to the role and the industry. The 12-month duration in Galderma was held reasonable on the facts, but the reasonableness analysis is fact-specific. Five years for a sales rep in a generic industry will not survive; 12 months for a C-suite executive in a high-IP business almost certainly will. Calibrate accordingly.

Build the evidentiary case before you file. This is the single biggest unforced error in Galderma from the plaintiff’s side. The noncompete claim succeeded because the facts mapped cleanly onto the contract and Brenner’s new role. The nonsolicit and confidentiality claims failed in large part because Galderma did not have, or did not present, evidence that anything was actually solicited or actually misused. If you are pursuing a temporary injunction in Texas, the court will hold you to your evidentiary burden on each element of each claim. Forensic evidence that someone accessed files is not the same as evidence that they took or used the files. Plan accordingly.

Do not assume the inevitable disclosure doctrine will save you. Some states allow courts to presume that a former employee in a similar role at a competitor will inevitably disclose trade secrets. Texas does not, and the Galderma court explicitly declined to draw that inference. If your trade secret theory depends on the court inferring misappropriation from the new job alone, you do not have a trade secret claim — at least not in Texas.

Reformation is a feature, not a bug. But do not rely on it. Section 15.51(c) requires Texas courts to reform overbroad noncompetes rather than throw them out. That is mostly good news for employers, but it has limits and drawbacks. A court will narrow your agreement; it will not rewrite it to grant you protections the agreement does not contemplate. If your covenant was overbroad in scope but otherwise reasonable, it will likely be enforced in narrower form. If it was fundamentally unreasonable — no consideration, absurd time period, agreement was not ancillary, etc. — reformation will not save it. Do not rely on the assumption a judge will fix it later.

The headline from Galderma is that Texas remains a somewhat-noncompete-friendly jurisdiction for properly drafted agreements involving senior executives in defined competitive markets. The fine print is that Texas courts continue to require evidentiary discipline on each claim, will reject inferential leaps on trade secrets, and will rewrite your overbroad provisions whether you like it or not.

If you have not had your form restrictive covenant agreements reviewed in the past few years, or if you are about to roll out a new one in connection with an executive hire, an acquisition, or a sale, this is a good moment to pull them off the shelf and look at them with fresh eyes. The cost of getting it right is modest. The cost of relying on a stale template, learning at a TI hearing that half of it is unenforceable, and having a court rewrite your protection scheme on its own terms is not.