Equity Buyback Agreement

Equity Buyback Agreement Template for Netherlands

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Key Requirements PROMPT example:

"I need an Equity Buyback Agreement for my Dutch private limited company to repurchase 25% of shares from a retiring founder-shareholder, with completion planned for March 2025 and payment in three installments."

Document background

The Equity Buyback Agreement is a crucial document used when a Dutch company wishes to repurchase its own shares from existing shareholders. This transaction type is governed by specific provisions of Dutch corporate law, particularly Book 2 of the Dutch Civil Code, and requires careful consideration of capital maintenance rules, creditor protection, and shareholder equality principles. The agreement becomes necessary in various scenarios, including capital structure optimization, excess cash utilization, or strategic corporate actions. For listed companies, additional requirements under the Financial Supervision Act (Wft) and Market Abuse Regulation must be met. The document typically includes detailed provisions on purchase price, transfer mechanics, conditions precedent, warranties, and regulatory compliance measures, all tailored to meet Dutch legal requirements.

Suggested Sections

1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)

2. Background: Context of the buyback, including company details, existing shareholding structure, and purpose of the buyback

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

4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and payment mechanics

5. Conditions Precedent: Conditions that must be satisfied before completion, including corporate and regulatory approvals

6. Completion: Details of when and how the transfer will take place, including mechanics and documentation requirements

7. Seller's Warranties: Warranties from the selling shareholder regarding ownership, capacity, and authority to sell

8. Company's Warranties: Warranties from the company regarding authority, capacity, and compliance with laws

9. Tax Provisions: Treatment of taxes arising from the transaction and related indemnities

10. Confidentiality: Obligations regarding the confidential treatment of the transaction and related information

11. Announcements: Requirements and restrictions regarding public announcements about the transaction

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

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Regulatory Compliance: Additional provisions for listed companies regarding market abuse regulations and disclosure requirements

2. Selling Restrictions: Specific restrictions on the sale process, particularly relevant for listed companies or when multiple shareholders are involved

3. Tag-Along Rights: Required when other shareholders have pre-existing tag-along rights that need to be addressed

4. Shareholder Approval: Detailed provisions about obtaining shareholder approval, required when the buyback exceeds certain thresholds under Dutch law

5. Works Council Provisions: Required when Works Council consultation or approval is necessary under Dutch law

6. Stake Building Restrictions: Restrictions on future share acquisitions, relevant for strategic buybacks

7. Competition Clearance: Required when the buyback might trigger competition law thresholds

Suggested Schedules

1. Share Details: Detailed description of the shares being purchased, including share certificates numbers if applicable

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

3. Form of Transfer Deed: Template deed of transfer complying with Dutch law requirements

4. Corporate Approvals: Copies or forms of required corporate approvals including board and shareholder resolutions

5. Warranties: Detailed warranties given by the seller and/or company

6. Calculation of Purchase Price: If the price includes adjustments or is based on a formula, detailed calculation methodology

7. Tax Calculations: Details of tax implications and calculations if relevant to the transaction

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

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Financial Services

Professional Services

Technology

Manufacturing

Retail

Healthcare

Energy

Real Estate

Telecommunications

Consumer Goods

Industrial

Media & Entertainment

Transportation & Logistics

Agriculture

Construction

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Tax

Compliance

Corporate Development

Investor Relations

Risk Management

Corporate Governance

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Finance Director

Legal Director

Treasury Manager

Corporate Development Manager

Compliance Officer

Tax Director

Investor Relations Manager

Board Member

Financial Controller

M&A Director

Risk Manager

Corporate Governance Officer

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Let's create your Equity Buyback Agreement

Authors

Alex Denne

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