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Equity Buyback Agreement
"I need an Equity Buyback Agreement under Swiss law for our private technology company to repurchase 15% of shares from our departing CEO, with completion planned for March 2025 and payment in three installments."
1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the buyback, including corporate approvals and purpose of the transaction
3. Definitions: Key terms used throughout the agreement, including Share Price, Completion Date, and Encumbrances
4. Sale and Purchase: Core terms of the share transfer, including number of shares, price, and payment terms
5. Conditions Precedent: Required conditions to be met before the buyback can proceed, including corporate and regulatory approvals
6. Completion: Process and requirements for executing the transfer, including timing and delivery of documents
7. Seller's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances
8. Company's Warranties: Representations regarding corporate authority and compliance with Swiss law requirements
9. Tax Provisions: Treatment of Swiss withholding tax and stamp duties, including responsibility for payments
10. Confidentiality: Obligations regarding non-disclosure of agreement terms and company information
11. Notices: Process for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
1. Tag-Along Rights: Required when other shareholders have pre-existing tag-along rights that need to be addressed
2. Regulatory Compliance: Required for listed companies or when specific FINMA requirements apply
3. Capital Reduction Procedure: Required when the buyback will result in a formal capital reduction
4. Shareholder Approval: Required when the buyback exceeds thresholds requiring shareholder approval
5. Employee Shares Provisions: Required when the buyback involves employee shares or option schemes
6. Anti-dilution Provisions: Required when existing shareholders have anti-dilution rights that need to be addressed
7. Lock-up Period: Required when there are temporary restrictions on further share transfers
8. Share Valuation Mechanism: Required when the price is not fixed but subject to a valuation process
1. Share Details: Detailed description of shares being purchased, including share certificates numbers and class rights
2. Calculation of Purchase Price: Detailed methodology and calculations for determining the share price
3. Required Corporate Approvals: Copies or details of board and shareholder resolutions approving the buyback
4. Transfer Documentation: Forms and instruments required to execute the share transfer under Swiss law
5. Tax Calculations: Details of applicable taxes, including withholding tax calculations
6. Regulatory Filings: Templates or copies of required regulatory notifications and filings
7. Completion Checklist: List of actions and documents required for completion
8. Existing Shareholder Rights: Summary of relevant pre-existing shareholder rights affecting the buyback
Authors
Financial Services
Manufacturing
Technology
Professional Services
Healthcare
Real Estate
Retail
Consumer Goods
Industrial
Energy
Telecommunications
Family-Owned Businesses
Legal
Finance
Corporate Development
Treasury
Tax
Compliance
Corporate Governance
Shareholder Relations
Board Secretariat
Executive Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Financial Controller
Tax Director
Head of Corporate Development
M&A Director
Treasury Manager
Legal Counsel
Compliance Officer
Board Member
Corporate Governance Officer
Shareholder Relations Manager
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