The Equity Buyback Agreement is a crucial document used when an Indian company decides to repurchase its own shares from existing shareholders, typically to improve earnings per share, return excess cash to shareholders, or optimize capital structure. This agreement must comply with Section 68 of the Companies Act, 2013, and for listed companies, with SEBI (Buy-back of Securities) Regulations, 2018. The document outlines all essential aspects of the buyback transaction, including pricing, quantum of shares, procedural requirements, and regulatory compliance. It's particularly important in scenarios of corporate restructuring, excess liquidity management, or when companies aim to increase promoter shareholding. The agreement must address specific Indian regulatory requirements, including maintenance of debt-equity ratios, maximum buyback limits, and tax implications under Indian law.
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Key Requirements PROMPT example:
Equity Buyback Agreement
"I need an Equity Buyback Agreement for my unlisted private limited company to repurchase 10,000 shares from five domestic shareholders, with completion planned for March 2025."
1. Parties: Identification of the company conducting the buyback and the selling shareholders
2. Background: Context of the buyback, including company details, existing shareholding, and corporate approvals
3. Definitions: Key terms used throughout the agreement including Share Price, Completion Date, Encumbrance, etc.
4. Buyback Terms: Core terms including number of shares, price per share, and total consideration
5. Conditions Precedent: Prerequisites to be satisfied before the buyback can proceed, including regulatory approvals
6. Completion Mechanics: Detailed process for executing the buyback, including timing and documentation requirements
7. Representations and Warranties: Statements of fact and assurances from both the company and selling shareholders
8. Covenants: Ongoing obligations of the parties until completion
9. Tax Provisions: Treatment of taxes, including buyback distribution tax and responsibility for payment
10. Confidentiality: Obligations regarding non-disclosure of agreement terms and company information
11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
12. Notices: Process and addresses for formal communications between parties
13. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. FEMA Compliance: Required when foreign shareholders are involved, detailing compliance with foreign exchange regulations
2. SEBI Compliance: Required for listed companies, including specific disclosure and compliance requirements
3. Stock Exchange Notifications: Required for listed companies, detailing requirements for stock exchange notifications
4. Escrow Arrangements: Optional section for complex transactions requiring escrow mechanisms
5. Tag-Along Rights: Required when certain shareholders retain tag-along rights during the buyback
6. Non-Competition: Optional section when selling shareholders are key personnel or have significant market influence
7. Surviving Provisions: Required when certain provisions need to survive post completion of buyback
1. Schedule 1 - Details of Shares: Detailed breakdown of shares being bought back, including share certificate numbers and distinctive numbers
2. Schedule 2 - Corporate Authorizations: Copies of board resolutions, shareholder resolutions, and other corporate approvals
3. Schedule 3 - Completion Checklist: List of documents and actions required for completion
4. Schedule 4 - Form of Transfer Deed: Template of share transfer form to be used
5. Schedule 5 - Warranties: Detailed list of representations and warranties
6. Appendix A - Calculation of Purchase Price: Detailed methodology for calculating the buyback price
7. Appendix B - Timeline: Detailed timeline for the buyback process and key dates
Authors
Relevant legal definitions
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Relevant Industries
Financial Services
Technology
Manufacturing
Retail
Healthcare
Real Estate
Infrastructure
Energy
Telecommunications
Professional Services
Consumer Goods
Industrial Products
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Treasury
Tax
Corporate Development
Investor Relations
Board Secretariat
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Investment Banker
Finance Director
Compliance Officer
Corporate Finance Manager
Board Director
Merchant Banker
Tax Director
Treasury Manager
Corporate Development Manager
Investor Relations Manager
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