The Founder Repurchase Agreement is a vital document used when a company needs to establish or exercise its right to buy back shares from a founder who may be departing or reducing their stake in the business. This agreement is particularly relevant in the Australian business context, where it must align with the Corporations Act 2001 and other relevant legislation. It typically becomes necessary during significant company events such as founder exits, disputes, or strategic restructuring. The document includes comprehensive details about valuation mechanisms, payment terms, conditions precedent, and completion requirements. It's designed to protect both the company's interests in maintaining control over its ownership structure and ensuring the founder receives fair value for their shares. The agreement must comply with Australian corporate law requirements regarding share buybacks, including necessary shareholder approvals and ASIC notifications where required.
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1. Parties: Identifies the company and the founder(s) whose shares are subject to repurchase
2. Background: Sets out the context, including the founder's relationship with the company and current shareholding
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Repurchase Rights: Specifies the company's rights to repurchase shares and the circumstances triggering these rights
5. Purchase Price and Valuation: Details how the share price will be determined, including any valuation mechanisms or formulas
6. Payment Terms: Specifies the timing and method of payment for repurchased shares
7. Completion Requirements: Lists the actions required to complete the share transfer, including documentation and regulatory compliance
8. Representations and Warranties: Standard warranties from both parties regarding capacity, ownership, and authority
9. Confidentiality: Obligations regarding confidential information and announcements
10. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Staged Payments: Required when the purchase price is to be paid in installments rather than as a lump sum
2. Security Arrangements: Needed if security is required for deferred payments
3. Ongoing Obligations: Used when the founder has continuing obligations post-share transfer, such as non-compete provisions
4. Tax Provisions: Specific arrangements for tax treatment and responsibilities, particularly relevant for structured payments
5. Different Share Classes: Required when dealing with multiple classes of shares with different rights
6. Director Resignation: Needed if the founder is also a director and must resign as part of the repurchase
7. Intellectual Property Assignment: Required when specific IP arrangements need to be addressed as part of the share repurchase
1. Share Details: Schedule detailing the number, class, and other details of shares subject to repurchase
2. Valuation Methodology: Detailed methodology for calculating the share value
3. Completion Documents: List and forms of documents required for completion
4. Share Certificate: Copy of existing share certificate(s)
5. Board Resolution: Pro-forma board resolution approving the repurchase
6. Payment Schedule: If applicable, schedule of installment payments
7. Required Regulatory Forms: Any ASIC forms or other regulatory documents required for the share transfer
Relevant legal definitions
Clauses
Relevant Industries
Technology
Startups
Professional Services
Manufacturing
Retail
Healthcare
Financial Services
Media and Entertainment
Education
Real Estate
Consumer Goods
Software Development
Relevant Teams
Legal
Finance
Corporate Secretariat
Board
Executive Leadership
Corporate Development
Compliance
Corporate Governance
Relevant Roles
CEO
Managing Director
Company Secretary
Chief Legal Officer
General Counsel
Corporate Lawyer
Chief Financial Officer
Board Director
Founder
Co-founder
Chief Operating Officer
Head of Corporate Development
Legal Counsel
Company Director
Corporate Secretary
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