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Share Buyback Agreement

Share Buyback Agreement Template for Ireland

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Key Requirements PROMPT example:

Share Buyback Agreements

"I need a Share Buyback Agreement for our Irish private limited company to repurchase 10,000 ordinary shares from our retiring director at €2.50 per share, with completion scheduled for March 15, 2025."

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Document background
Share Buyback Agreements are essential documents used when an Irish company wishes to repurchase its own shares from existing shareholders. These agreements are particularly relevant in scenarios such as corporate restructuring, exit of shareholders, employee share scheme operations, or capital management strategies. The document must comply with the strict requirements of the Companies Act 2014 and related Irish legislation, ensuring that the buyback is conducted in a manner that protects both the company's and shareholders' interests. Share Buyback Agreements typically include detailed provisions on payment terms, completion mechanics, tax treatments, and necessary corporate approvals. They are commonly used by both private and public companies in Ireland, though the regulatory requirements and complexity may vary depending on the company's status and the transaction's size.
Suggested Sections

1. Parties: Identification of the company and the selling shareholder(s)

2. Background: Recitals explaining the context of the share buyback and confirming corporate authority

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core terms of the share buyback including number of shares, price, and completion mechanics

5. Conditions Precedent: Prerequisites that must be satisfied before the buyback can complete

6. Completion: Details of when, where and how completion will take place

7. Seller's Warranties: Warranties from the seller regarding ownership, capacity to sell, and share status

8. Company's Warranties: Warranties from the company regarding authority and capacity to purchase

9. Tax Provisions: Provisions dealing with tax treatment and responsibilities

10. Confidentiality: Obligations regarding confidentiality of the transaction

11. Announcements: Requirements for public announcements of the buyback

12. Governing Law and Jurisdiction: Confirmation of Irish law governance and jurisdiction

13. Boilerplate Provisions: Standard contractual provisions including notices, severability, and entire agreement

Optional Sections

1. Regulatory Compliance: Required for listed companies or regulated entities, covering Market Abuse Regulation and other regulatory requirements

2. Employee Shareholder Provisions: Required when buying back shares from employees, including specific employment-related warranties

3. Multiple Shareholder Mechanics: Required when buying back shares from multiple shareholders, including mechanics for differential treatment if applicable

4. Drag-Along Rights: Optional section when the buyback includes provisions forcing minority shareholders to participate

5. Post-Completion Covenants: Optional restrictions on sellers' future activities, particularly relevant for management shareholders

6. Directors' Resignation: Required when selling shareholders are also directors who will be resigning

7. Non-Compete Provisions: Optional restrictions on selling shareholders' future competitive activities

Suggested Schedules

1. Share Details: Details of the shares being purchased including share certificates numbers and share class rights

2. Completion Requirements: Detailed list of documents and actions required at completion

3. Form of Stock Transfer Form: Standard form for transferring the shares

4. Board Minutes: Pro forma board minutes approving the buyback

5. Shareholder Resolution: Pro forma shareholder resolution approving the buyback

6. Tax Calculations: Detailed breakdown of tax calculations and payment mechanics

7. Warranties: Detailed warranties where these are extensive

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Energy

Telecommunications

Media

Private Equity

Family Businesses

Startups and Scale-ups

Relevant Teams

Legal

Finance

Corporate Secretariat

Tax

Compliance

Treasury

Corporate Development

Shareholder Relations

Board of Directors

Executive Committee

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Finance Director

Tax Director

Compliance Officer

Corporate Governance Officer

Board Director

Managing Director

Shareholder Relations Manager

Investment Manager

Corporate Finance Manager

Financial Controller

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

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