The Stock Repurchase Agreement is a crucial document used when a Philippine corporation decides to buy back its own shares from existing shareholders. This type of transaction is governed by the Revised Corporation Code of the Philippines and requires careful consideration of corporate law requirements, including maintaining required capital levels and obtaining necessary corporate approvals. The agreement is commonly used for various corporate purposes such as returning excess capital to shareholders, managing share price, implementing employee stock ownership programs, or restructuring shareholder composition. For listed companies, additional requirements under the Securities Regulation Code must be met, including disclosure obligations and fair pricing mechanisms. The document must address tax implications, timing of the repurchase, payment terms, and compliance with Philippine corporate governance standards.
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1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the share repurchase, including relevant corporate approvals and purpose of the repurchase
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the share repurchase, including number of shares, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before the repurchase can be completed
6. Completion: Details of the completion process, timing, and mechanics of the share transfer
7. Representations and Warranties: Standard representations and warranties from both the company and the selling shareholder(s)
8. Tax Matters: Allocation of responsibility for taxes arising from the transaction
9. Confidentiality: Obligations to keep the terms of the agreement confidential
10. Notices: Process for giving formal notices under the agreement
11. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
1. Regulatory Compliance: Required for publicly listed companies to address SEC requirements and disclosure obligations
2. Share Valuation Mechanism: Needed when the purchase price is to be determined by a specific valuation method or formula
3. Multiple Closing Dates: Required when the repurchase will occur in multiple tranches
4. Tag-Along Rights: Needed when other shareholders are granted the right to participate in the repurchase
5. Corporate Governance: Required for listed companies or when specific board or shareholder approval processes need to be documented
6. Competition Law Compliance: Needed when the repurchase size triggers Philippine Competition Act requirements
1. Schedule 1 - Share Details: Details of the shares being repurchased, including share certificates numbers and shareholding history
2. Schedule 2 - Completion Requirements: List of documents and actions required for completion
3. Schedule 3 - Corporate Approvals: Copies or details of relevant board and shareholder resolutions
4. Schedule 4 - Calculation of Purchase Price: Detailed methodology for calculating the purchase price, if applicable
5. Schedule 5 - Form of Transfer Instruments: Pro forma share transfer forms and other required transfer documents
6. Appendix A - Disclosure Letter: Exceptions to the representations and warranties, if applicable
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Insurance
Real Estate
Manufacturing
Technology
Retail
Telecommunications
Energy
Mining
Construction
Healthcare
Education
Relevant Teams
Legal
Finance
Treasury
Corporate Secretariat
Compliance
Investor Relations
Tax
Risk Management
Corporate Governance
Board Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Compliance Officer
Finance Director
Treasury Manager
Corporate Actions Manager
Investor Relations Officer
Board Director
Company Secretary
Risk Manager
Tax Manager
Corporate Governance Officer
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