The Management Buyout Agreement is a crucial document used when a company's existing management team seeks to acquire ownership from current shareholders. This agreement, governed by Danish law, is particularly relevant in scenarios where management identifies growth potential or strategic opportunities that could be better realized under their ownership. The document comprehensively covers all aspects of the transaction, including detailed purchase terms, warranties, indemnities, and governance structures post-completion. It must comply with Danish corporate legislation, particularly the Danish Companies Act, while also considering EU regulations where applicable. The agreement typically includes provisions for financing arrangements, whether through external funding or vendor financing, and addresses key areas such as employee retention, intellectual property rights, and ongoing business operations. It's essential for ensuring a smooth transition of ownership while protecting the interests of all parties involved in the transaction.
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Key Requirements PROMPT example:
Management Buyout Agreement
I need a Management Buyout Agreement for a Danish technology company where three senior managers are purchasing 100% of shares, with completion planned for March 2025, including external bank financing and an earn-out mechanism for the selling shareholders.
1. Parties: Identification of all parties including the selling shareholders, purchasing management team, and the target company
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 for the agreement
4. Sale and Purchase: Core transaction terms including shares/assets being transferred and purchase price
5. Purchase Price and Payment Terms: Detailed breakdown of consideration, payment structure, and any earn-out mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of all parties between signing and completion
8. Completion Mechanics: Detailed process for closing the transaction
9. Warranties and Representations: Standard warranties from sellers and management team buyers
10. Limitations on Liability: Caps, thresholds, and time limits for warranty claims
11. Post-Completion Obligations: Ongoing obligations after completion including any transitional arrangements
12. Confidentiality: Obligations regarding transaction confidentiality and company information
13. Non-Competition and Non-Solicitation: Restrictions on sellers' future activities
14. Announcements and Publicity: Rules for public communications about the transaction
15. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Management Incentive Arrangements: Details of any management incentive schemes to be implemented post-completion
2. External Financing Arrangements: Include if the MBO involves external debt financing or complex funding structures
3. Tax Covenant: Detailed tax indemnities and processes, particularly important for larger transactions
4. Property Matters: Specific provisions if real estate is a significant part of the business
5. Intellectual Property Rights: Detailed IP provisions if IP is crucial to the business
6. Employee Matters: Specific provisions for employee transfers or consultations if required
7. Environmental Matters: Include for businesses with significant environmental risks or obligations
8. Pensions: Required if the company has significant pension arrangements
9. Parent Company Guarantee: Include if any party's obligations are guaranteed by a parent company
10. Earn-out Provisions: Detailed provisions if part of the consideration is performance-based
1. Share Capital and Shareholders: Details of current and post-completion share capital structure
2. Properties: List and details of company properties
3. Intellectual Property: Schedule of IP rights owned or licensed by the company
4. Employee Information: Details of key employees and their terms of employment
5. Material Contracts: List and summary of important commercial contracts
6. Completion Deliverables: List of documents and actions required at completion
7. Warranties: Detailed warranties given by the sellers
8. Tax Covenant: Detailed tax indemnity provisions
9. Company Accounts: Recent financial statements and management accounts
10. Financing Term Sheet: Summary of any external financing arrangements
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Construction
Financial Services
Logistics
Hospitality
Energy
Agriculture
Media and Entertainment
Telecommunications
Education
Relevant Teams
Legal
Finance
Executive Leadership
Corporate Development
Compliance
Risk Management
Treasury
Strategy
Operations
Human Resources
Company Secretariat
Board of Directors
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Finance Director
Operations Director
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Board Member
Chairman
Commercial Director
Head of Strategy
Financial Controller
Risk Manager
Compliance Officer
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