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Share Buyout Agreement Template for Switzerland

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Key Requirements PROMPT example:

Share Buyout Agreement

"I need a Share Buyout Agreement under Swiss law for the purchase of 100% shares in a private technology company, with completion scheduled for March 2025 and including standard warranties and representations."

Document background
The Share Buyout Agreement is a crucial document used in Swiss corporate transactions when one or more shareholders wish to sell their shares to another party. It is particularly important in private company contexts and must comply with Swiss legal requirements, including those set forth in the Swiss Code of Obligations. The agreement typically includes detailed provisions about the shares being transferred, purchase price mechanisms, warranties about the company's condition, and various protective clauses for both parties. It's essential for corporate restructuring, exit strategies, and ownership consolidation, and often requires careful consideration of Swiss tax implications and corporate governance requirements. The document serves as the primary record of the transaction terms and the parties' obligations, making it a key reference point for any future disputes or queries about the share transfer.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names, addresses, and registration details for corporate entities

2. Background: Context of the transaction, including description of the company whose shares are being sold and the purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price per share, and total consideration

5. Purchase Price and Payment: Detailed payment terms, method of payment, and any adjustments to the purchase price

6. Conditions Precedent: Conditions that must be satisfied before completion of the share transfer

7. Completion: Details of the completion process, timing, and actions to be taken at completion

8. Seller's Warranties: Warranties given by the seller regarding their capacity to sell, ownership of shares, and company status

9. Buyer's Warranties: Warranties given by the buyer regarding their capacity and authority to enter into the agreement

10. Indemnification: Provisions for compensation in case of breach of warranties or other obligations

11. Confidentiality: Obligations regarding confidential information and announcements

12. Notices: Process and requirements for formal communications between parties

13. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction for disputes

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

Optional Sections

1. Pre-Completion Covenants: Obligations of parties between signing and completion, used when there is a gap between signing and closing

2. Post-Completion Covenants: Ongoing obligations after completion, used when continued cooperation is needed

3. Non-Competition: Restrictions on seller's future business activities, used when protecting company's business interests is crucial

4. Tax Provisions: Detailed tax-related provisions, used when specific tax implications need to be addressed

5. Employee Matters: Provisions regarding employees and management, used when employment aspects are significant

6. Intellectual Property Rights: Special provisions for IP rights, used when IP is a significant company asset

7. Earn-out Provisions: Structure for additional payments based on future performance, used when part of purchase price is contingent

8. Bank Financing: Provisions related to external financing, used when purchase is partially bank-financed

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates numbers and shareholding history

2. Company Information: Key information about the company including corporate structure and financial statements

3. Warranties: Detailed list of warranties given by the seller

4. Completion Requirements: Checklist of documents and actions required for completion

5. Encumbrances: List of any existing encumbrances on the shares

6. Material Contracts: List and copies of material contracts of the company

7. Property Schedule: Details of company's real estate assets if applicable

8. Intellectual Property: List of company's IP rights and registrations

Authors

Alex Denne

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

Relevant legal definitions








































Clauses































Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Professional Services

Healthcare

Retail

Energy

Transportation

Telecommunications

Consumer Goods

Industrial

Agriculture

Construction

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Treasury

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Managing Director

Board Member

Compliance Officer

Investment Manager

Corporate Development Manager

M&A Director

Tax Director

Financial Controller

Business Development Director

Risk Manager

Shareholder Relations Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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