The Share Buyback Agreement is a crucial document used when a Swiss company decides to repurchase its own shares from existing shareholders. This can be for various purposes, including capital restructuring, excess cash utilization, or stock price support. The agreement must strictly comply with Swiss legal requirements, particularly the Swiss Code of Obligations which limits share buybacks to 10% of share capital (or 20% in special cases). For listed companies, additional requirements under the Financial Market Infrastructure Act and FINMA regulations apply, including equal treatment of shareholders and price restrictions. The document includes detailed provisions on purchase mechanics, regulatory compliance, tax implications, and closing requirements. It's particularly important in the Swiss context due to specific regulatory requirements and tax implications that differ from other jurisdictions.
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1. Parties: Identification of the company conducting the buyback and the selling shareholders
2. Background: Context of the share buyback, including corporate approvals and purpose of the buyback
3. Definitions: Key terms used throughout the agreement, including share-related definitions and calculation methods
4. Subject Matter of the Agreement: Details of the shares to be repurchased, including number, class, and nominal value
5. Purchase Price: Specification of the purchase price or price determination mechanism
6. Payment Terms: Terms and mechanics of payment, including timing and method
7. Conditions Precedent: Required conditions to be met before the buyback can proceed, including regulatory approvals
8. Closing Mechanics: Process and requirements for completing the share transfer
9. Representations and Warranties: Standard declarations by both parties regarding authority, ownership, and compliance
10. Tax Provisions: Allocation of tax responsibilities and withholding tax obligations
11. Confidentiality: Obligations regarding non-disclosure of transaction details
12. Notices: Communication procedures between parties
13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction
14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Market Disclosure: Required for listed companies, detailing obligations for market announcements and regulatory filings
2. Equal Treatment Provisions: Required for public buyback offers to ensure fair treatment of all shareholders
3. Trading Window Restrictions: For listed companies, specifying permitted trading periods and blackout dates
4. Intermediary Arrangements: When using a bank or broker to execute the buyback
5. Shareholders' Tag-Along Rights: Where existing shareholders' agreements contain participation rights
6. Anti-manipulation Provisions: Detailed requirements for listed companies to prevent market manipulation
7. Foreign Shareholder Provisions: Special provisions for foreign shareholders if applicable
8. Share Cancellation Process: If the bought-back shares are to be cancelled rather than held as treasury shares
1. Schedule 1 - Share Details: Detailed information about the shares including share certificates numbers and shareholding history
2. Schedule 2 - Corporate Approvals: Copies of board and shareholder resolutions approving the buyback
3. Schedule 3 - Calculation Methods: Detailed methodology for price calculation if applicable
4. Schedule 4 - Closing Checklist: List of documents and actions required for closing
5. Schedule 5 - Transfer Forms: Share transfer forms and other execution documents
6. Appendix A - Disclosure Template: For listed companies, template for market announcements
7. Appendix B - Tax Declarations: Required tax forms and declarations
8. Appendix C - Timeline: Detailed timeline for the buyback process including regulatory deadlines
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