Buyback Agreement

Buyback Agreement Template for Switzerland

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Key Requirements PROMPT example:

"I need a Buyback Agreement under Swiss law for our private technology company to repurchase 15% of its outstanding shares from three departing founding members, with the transaction to be completed by March 2025."

Document background

This Buyback Agreement template is designed for use under Swiss law when a company intends to repurchase its own shares, securities, or other assets from existing holders. It is particularly relevant for both listed and private companies operating in Switzerland, requiring careful attention to Swiss regulatory requirements, including the Swiss Code of Obligations and FINMA regulations. The document becomes necessary when a company decides to implement a share buyback program, reduce its share capital, or acquire specific assets back from third parties. The agreement includes essential provisions for pricing mechanisms, transaction execution, regulatory compliance, and necessary representations and warranties. It must be tailored to comply with specific Swiss corporate law requirements regarding capital maintenance, financial assistance, and corporate governance. For listed companies, additional provisions ensure compliance with Swiss stock exchange regulations and disclosure requirements.

Suggested Sections

1. Parties: Identification of the parties entering into the buyback agreement, including full legal names and addresses

2. Background: Context of the buyback arrangement, including the nature of the assets/shares being repurchased

3. Definitions: Defined terms used throughout the agreement

4. Subject Matter of Buyback: Detailed description of the assets/shares subject to the buyback

5. Purchase Price: Specification of the purchase price or pricing mechanism

6. Payment Terms: Terms and conditions of payment, including timing and method

7. Closing: Conditions and mechanics for completing the buyback transaction

8. Representations and Warranties: Standard representations and warranties from both parties

9. Regulatory Compliance: Compliance with Swiss regulations including FINMA requirements

10. Taxes and Costs: Allocation of transaction taxes and costs

11. Confidentiality: Provisions regarding confidential information

12. Notices: Communication procedures between parties

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

14. General Provisions: Standard boilerplate clauses including severability and entire agreement

Optional Sections

1. Stock Exchange Compliance: Required when the buyback involves listed securities, including specific SIX Swiss Exchange requirements

2. Transfer Restrictions: Needed when there are specific restrictions on transfer of the assets/shares

3. Regulatory Approvals: Required when the transaction needs specific regulatory clearances

4. Security Provisions: Used when collateral or security is required for the transaction

5. Anti-dilution Provisions: Included when protecting against share dilution is relevant

6. Foreign Investment Provisions: Required when involving cross-border elements

7. Tag-Along Rights: Included when other shareholders have participation rights

8. Employee Matters: Required when the buyback affects employee share schemes

9. Competition Law Compliance: Needed when the transaction size requires competition law consideration

Suggested Schedules

1. Asset/Share Schedule: Detailed description of assets or shares being repurchased

2. Pricing Schedule: Detailed pricing mechanisms and calculations

3. Closing Checklist: List of documents and actions required for closing

4. Form of Transfer Documents: Template transfer documentation required for the transaction

5. Regulatory Filings: Copies or templates of required regulatory notifications

6. Corporate Approvals: Copies of relevant corporate authorizations

7. Disclosure Schedule: Detailed disclosures against representations and warranties

8. Timeline Schedule: Detailed timeline for transaction completion and key milestones

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Banking

Investment Management

Corporate Services

Legal Services

Manufacturing

Technology

Retail

Healthcare

Real Estate

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Governance

Treasury

Compliance

Risk Management

Corporate Development

Investor Relations

Company Secretariat

Regulatory Affairs

Relevant Roles

Chief Financial Officer

Legal Counsel

Corporate Secretary

Finance Director

Compliance Officer

Investment Manager

Treasury Manager

Corporate Governance Officer

Board Member

Managing Director

Financial Controller

Risk Manager

Company Secretary

Head of Legal

Head of Finance

Regulatory Affairs Manager

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Let's create your Buyback Agreement

Authors

Alex Denne

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