The Stock Buyback Agreement is a crucial document used when an Indonesian company decides to repurchase its own shares from existing shareholders, either as part of capital management strategy, to return excess cash to shareholders, or to support share price. This agreement must strictly comply with Indonesian regulatory framework, particularly Law No. 40 of 2007 on Limited Liability Companies and OJK regulations for public companies. The document becomes necessary when a company has obtained necessary corporate approvals and wishes to formalize the buyback transaction. It contains detailed provisions on share valuation, payment terms, regulatory compliance, and completion mechanics. For public companies, additional considerations include market disclosure requirements and trading restrictions. The agreement serves as both a transaction document and a compliance tool, ensuring the buyback meets all legal and regulatory requirements under Indonesian law.
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1. Parties: Identification of the company conducting the buyback and the selling shareholder(s)
2. Background: Context of the buyback, including corporate authorizations and regulatory compliance statements
3. Definitions: Key terms used throughout the agreement, including specific Indonesian legal and regulatory terms
4. Sale and Purchase of Shares: Core transaction terms including number of shares, purchase price, and payment mechanics
5. Conditions Precedent: Required approvals, consents and conditions that must be satisfied before completion
6. Completion: Timing, location, and mechanics of the buyback completion
7. Representations and Warranties: Standard declarations by both parties regarding capacity, authority, and share ownership
8. Regulatory Compliance: Specific provisions ensuring compliance with Indonesian company law and OJK regulations
9. Tax Provisions: Allocation of responsibility for taxes arising from the transaction
10. Confidentiality: Obligations regarding transaction information and company confidential information
11. Notices: Communication procedures between parties
12. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
13. General Provisions: Standard boilerplate clauses including amendments, waiver, and severability
1. Multiple Seller Provisions: Required when there are multiple selling shareholders, including allocation of rights and obligations
2. Public Company Provisions: Additional requirements for public companies under OJK regulations
3. Foreign Investment Provisions: Required when selling shareholders include foreign investors
4. Share Retention: Provisions regarding holding period requirements for remaining shares
5. Market Trading Restrictions: Required for public companies, covering blackout periods and trading restrictions
6. Installment Payment Terms: Required when the purchase price is to be paid in installments
7. Director and Commissioner Approval: Special provisions required when shares are being bought back from company officers
1. Share Details: Details of shares being bought back including share certificates numbers and dates
2. Corporate Authorizations: Copies of board resolutions, shareholder approvals, and regulatory permissions
3. Completion Checklist: List of documents and actions required for completion
4. Form of Transfer Instruments: Standard forms for share transfer documentation
5. Calculation of Purchase Price: Detailed breakdown of share valuation and price determination
6. Timetable: Schedule of key dates and deadlines for the buyback process
7. Required Notices and Filings: Templates for regulatory filings and public announcements
Relevant legal definitions
Clauses
Relevant Industries
Banking & Financial Services
Manufacturing
Technology
Real Estate
Mining
Telecommunications
Consumer Goods
Energy
Healthcare
Infrastructure
Retail
Agriculture
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Treasury
Investor Relations
Risk Management
Corporate Governance
Board Secretariat
Tax
Corporate Communications
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Director
Compliance Officer
Finance Director
Treasury Manager
Corporate Finance Manager
Board Director
Commissioner
General Counsel
Legal Manager
Company Secretary
Investor Relations Director
Risk Management Officer
Financial Controller
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