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Management Buyout Agreement Template for Austria

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Key Requirements PROMPT example:

Management Buyout Agreement

"I need a Management Buyout Agreement for a mid-sized manufacturing company in Austria, where three senior managers will acquire 100% of shares from the current owner, with completion planned for March 2025 and including an earn-out mechanism based on EBITDA performance."

Document background
The Management Buyout Agreement is a crucial document used when a company's existing management team seeks to acquire ownership from current shareholders or a parent company. Under Austrian jurisdiction, this agreement must comply with the Unternehmensgesetzbuch (UGB), relevant corporate laws, and financial regulations. The document typically becomes relevant during company succession planning, corporate restructuring, or when parent companies wish to divest subsidiaries. It comprehensively addresses share transfer mechanics, purchase price determination, financing structures, warranties and representations, and post-completion obligations. The agreement must carefully balance the interests of selling shareholders with those of the purchasing management team while ensuring compliance with Austrian corporate governance requirements, tax implications, and employment law considerations.
Suggested Sections

1. Parties: Identification of the selling shareholders/company and the purchasing management team members

2. Background: Context of the transaction, current ownership structure, and purpose of the MBO

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

4. Sale and Purchase: Core transaction terms including shares/assets being transferred and conditions precedent

5. Purchase Price: Detailed breakdown of consideration, payment terms, and adjustment mechanisms

6. Completion: Mechanics and requirements for closing the transaction, including timing and deliverables

7. Warranties and Representations: Standard warranties from sellers regarding the business, shares, and authority to sell

8. Limitations on Liability: Caps, thresholds, and time limits on warranty claims and other liabilities

9. Pre-Completion Obligations: Conduct of business requirements between signing and completion

10. Confidentiality: Obligations regarding transaction confidentiality and business information

11. Non-Competition and Non-Solicitation: Restrictions on sellers' future competitive activities

12. Tax Matters: Tax covenants, indemnities, and conduct of tax affairs

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

Optional Sections

1. Financing Arrangements: Required if external financing is part of the transaction structure

2. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

3. Management Services: Needed when selling shareholders will provide ongoing services post-completion

4. Employee Matters: Required for specific employee-related arrangements or protections

5. Intellectual Property Rights: Include when IP is a significant aspect of the business

6. Real Estate Provisions: Required when real estate assets are material to the transaction

7. Environmental Matters: Include for businesses with significant environmental risks or obligations

8. Transitional Services: Needed when sellers will provide temporary support post-completion

Suggested Schedules

1. Share Capital and Shareholders: Details of current and post-completion shareholding structure

2. Properties: List and details of all owned and leased properties

3. Intellectual Property: Schedule of all IP rights owned or licensed by the company

4. Material Contracts: List of key business contracts and arrangements

5. Employee Information: Details of management and key employees, including service contracts

6. Completion Obligations: Detailed list of documents and actions required at completion

7. Warranties: Detailed warranty schedule

8. Financial Statements: Recent financial statements and management accounts

9. Tax Deed: Detailed tax indemnity provisions

10. Disclosed Matters: Disclosure letter and bundle against warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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

Manufacturing

Technology

Professional Services

Retail

Healthcare

Real Estate

Financial Services

Construction

Hospitality

Transportation and Logistics

Media and Entertainment

Energy and Utilities

Agriculture

Industrial Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Human Resources

Executive Leadership

Board of Directors

Company Secretariat

Risk Management

Compliance

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Finance Director

General Counsel

Legal Director

Corporate Development Director

Head of Mergers & Acquisitions

Investment Director

Company Secretary

Senior Legal Counsel

Tax Director

Human Resources Director

Operations Director

Board Member

Senior Partner

Transaction 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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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