A Share Buyback Agreement is a crucial document used when a Danish company decides to repurchase its own shares from existing shareholders. This transaction type is regulated primarily under the Danish Companies Act (Selskabsloven) and must comply with specific capital maintenance rules and corporate governance requirements. The agreement is commonly used for various business purposes, including returning excess capital to shareholders, adjusting the company's capital structure, or implementing employee exit arrangements. The document covers essential elements such as purchase price determination, payment mechanisms, regulatory compliance requirements, and necessary corporate approvals. For listed companies, additional considerations under the Danish Capital Markets Act and EU Market Abuse Regulation must be addressed.
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Key Requirements PROMPT example:
Share Buyback Agreement
I need a Share Buyback Agreement under Danish law for a private limited company to repurchase 15% of its shares from a departing founder-shareholder, with completion planned for March 2025, and the agreement needs to include specific provisions for installment payments over 12 months.
1. Parties: Identification of the company and the selling shareholder(s)
2. Background: Context of the share buyback, including corporate approvals and purpose
3. Definitions and Interpretation: Definition of key terms and interpretation rules
4. Sale and Purchase: Core terms of the buyback including number of shares, price, and completion mechanics
5. Purchase Price and Payment: Detailed payment terms, method, and timing of payment
6. Conditions Precedent: Required conditions to be met before completion, including corporate and regulatory approvals
7. Completion: Mechanics and timing of the transfer, including documentation requirements
8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and absence of encumbrances
9. Company's Warranties and Authority: Company's authority to purchase and compliance with Danish Companies Act requirements
10. Tax Matters: Tax-related obligations, indemnities, and withholding requirements
11. Confidentiality: Confidentiality obligations regarding the transaction
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Market Abuse Regulation Compliance: Required for listed companies, addressing EU MAR requirements
2. Competition Clearance: Required for larger transactions subject to competition law review
3. Shareholders' Agreement Compliance: Required if existing shareholders' agreements contain relevant provisions
4. Bank Financing: Required if the buyback is financed through external lending
5. Employee Matters: Required if the selling shareholder is/was an employee
6. Share Transfer Restrictions: Required if there are specific transfer restrictions in articles of association
7. Regulatory Compliance: Required for regulated entities or sectors requiring specific approvals
1. Share Details: Details of shares being purchased including class, rights, and certificate numbers
2. Corporate Authorizations: Copies of board and shareholder resolutions approving the buyback
3. Calculation of Purchase Price: If price determination involves specific calculations or valuations
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Form of Transfer Instruments: Template share transfer forms and other required documentation
6. Existing Encumbrances: List of any existing encumbrances to be discharged
7. Tax Calculations: Details of tax implications and calculations if complex arrangements apply
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Relevant Teams
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Finance
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Treasury
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Investor Relations
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Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Finance Director
Treasury Manager
Corporate Development Director
Board Member
Compliance Officer
Tax Director
Financial Controller
Investment Manager
Corporate Governance Officer
Shareholder Relations Manager
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