The Veeva v. Epic Complaint

Now that we have the actual filings, a closer look at how Veeva challenges the structure and enforcement of Epic’s restrictive covenants

Ladies and gentlemen, the case has been found and we have the complaint (as well as the various versions of Epic’s non-compete as attachments). Let’s see how it stacks up against the initial write-up in Veeva v. Epic: The Talent Battlefield.

As predicted, it is a Wisconsin Stat. § 103.465 case (plus a tortious-interference claim). Veeva does not follow Texas’s footsteps and attempt to prove monopoly power, market foreclosure, or predatory intent. Instead, it argues that Epic’s restrictive covenants are facially invalid and void in their entirety because they fail multiple statutory prongs (time, territory, necessity, and public policy) and that Epic’s conduct chills lawful hiring even without active enforcement.

One element I did not anticipate in the earlier write-up is how aggressively the complaint foregrounds Epic’s equity provisions. Veeva treats the stock program as the real enforcement mechanism behind the covenants:

In addition to the penalties imposed by the employment agreements for violation of these covenants, Epic uses its stock purchase terms to enforce its illegal covenants extrajudicially through financial coercion. In general, these provisions allow Epic to avoid repurchasing and/or to repurchase at an artificially low (below fair market value) price the stock Epic has sold to its employees if they begin working at a competitor or have violated any of the other restrictive covenants for at least two years after leaving Epic

Because Epic can repurchase private-company shares at the lower of cost or board-determined value, the complaint frames the equity terms as an indefinite restraint backed by economic risk rather than injunction. That emphasis recasts the non-compete as something far broader and more durable than the contract language alone would suggest.

I did find it funny how quickly they broaden the point, recasting a compensation mechanism as a matter of workforce stability and social safety nets. Will Medicaid and Social Security really fall because of Epic’s actions?

These refusal and devaluation provisions are contrary to public policy because depriving workers of their compensation and retirement savings undermines the stability of the workforce and places a strain on public social safety nets.

The complaint is clearly structured around the two primary routes by which Epic or the court could derail the action:

1. Arguing that the dispute is not ripe

2. Arguing that Veeva is a present or emerging competitor (and thus within a legitimate protectable interest)

Ripeness