Shareholder Buyout Agreement

Shareholder Buyout Agreement Template for Denmark

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Document background

The Shareholder Buyout Agreement is a crucial document used when one or more shareholders wish to exit a company by selling their shares to other shareholders or back to the company itself. This agreement, governed by Danish law, is particularly important in private companies and closely-held corporations where share transfers need to be carefully documented and controlled. It encompasses all essential elements of the transaction, including share valuation, payment terms, warranties, and post-completion obligations. The document ensures compliance with Danish corporate law requirements, particularly the Danish Companies Act (Selskabsloven), and includes necessary provisions for tax considerations and corporate governance. It's commonly used in situations such as retirement of founding shareholders, resolution of shareholder disputes, or strategic restructuring of company ownership, and can be adapted to accommodate various transaction structures while maintaining legal compliance with Danish jurisdiction requirements.

Suggested Sections

1. Parties: Identification of all parties to the agreement, including the selling shareholder(s), purchasing shareholder(s) or company, and any guarantors

2. Background: Context of the agreement, including company details, current shareholding structure, and reason for the buyout

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpretation

4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase

5. Purchase Price: Detailed breakdown of the purchase price, calculation method, and any adjustments

6. Payment Terms: Structure and timing of payments, including any installment arrangements or escrow provisions

7. Completion: Details of the completion process, including timing, location, and actions required

8. Conditions Precedent: Any conditions that must be satisfied before completion can occur

9. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status

10. Company Warranties: Warranties regarding the company's financial position, assets, and liabilities

11. Limitations on Liability: Caps, time limits, and other restrictions on warranty claims and general liability

12. Confidentiality: Obligations regarding confidential information and announcement restrictions

13. Tax Matters: Tax-related provisions, indemnities, and allocation of tax liabilities

14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

Optional Sections

1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller has key business knowledge

2. Employment Termination: Terms regarding employment termination if seller is also an employee

3. Transitional Services: Arrangements for seller to provide transitional support - include when seller has crucial operational role

4. Earn-out Provisions: Performance-based additional payments - include when price depends on future performance

5. Director Resignations: Terms for resignation from board positions - include when seller holds directorship

6. Intellectual Property Assignment: Specific IP transfer provisions - include when seller has developed IP

7. Related Party Contracts: Treatment of contracts with seller's related parties - include when such contracts exist

8. Bank Guarantees: Requirements for bank guarantees - include for installment payments

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares being transferred including share certificates numbers

2. Schedule 2 - Company Information: Key company details including corporate registration numbers and share capital structure

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required for completion

4. Schedule 4 - Warranty Schedule: Comprehensive list of warranties given by the seller

5. Schedule 5 - Disclosed Matters: List of matters disclosed against the warranties

6. Schedule 6 - Company Properties: Details of company's real estate and lease agreements

7. Schedule 7 - Material Contracts: List and details of company's material contracts

8. Appendix A - Calculation of Purchase Price: Detailed methodology for calculating the purchase price including any adjustments

9. Appendix B - Form of Resignation Letters: Template resignation letters for departing directors

10. Appendix C - Power of Attorney: Form of power of attorney for completion actions

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