A Stock Buy Back Agreement is a crucial document used when a Swiss company decides to repurchase its own shares from existing shareholders. This type of agreement is commonly utilized for various corporate purposes, including capital structure optimization, excess cash utilization, or share price support. Under Swiss law, particularly the Swiss Code of Obligations, companies are subject to specific limitations on share buybacks (maximum 10% for listed companies, 20% for non-listed companies) and must ensure equal treatment of shareholders. The agreement needs to address various aspects including purchase price determination, completion mechanics, tax implications, and regulatory compliance. For listed companies, additional requirements under the Financial Market Infrastructure Act and stock exchange regulations must be considered. The document serves as a comprehensive framework for executing the share buyback while ensuring compliance with all relevant Swiss legal and regulatory requirements.
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1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the buyback, including corporate approvals and relevant shareholder resolutions
3. Definitions: Key terms used throughout the agreement, including specific Swiss law terminology
4. Subject Matter of the Agreement: Details of the shares to be purchased, including class, number, and nominal value
5. Purchase Price: Specification of the price or price determination mechanism, payment terms and currency
6. Conditions Precedent: Required conditions before the buyback can proceed, including regulatory approvals
7. Completion Mechanics: Process and timing for the transfer of shares and payment
8. Representations and Warranties: Standard declarations by both parties regarding capacity, ownership, and compliance
9. Tax Provisions: Allocation of tax liabilities and withholding tax obligations
10. Confidentiality: Obligations regarding non-disclosure of agreement terms and company information
11. Notices: Communication procedures between parties
12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including severability and entire agreement
1. Market Abuse Provisions: Required for listed companies to ensure compliance with FMIA regulations
2. Equal Treatment Mechanism: Required when multiple shareholders are involved to ensure equal treatment
3. Regulatory Compliance: Additional section for listed companies regarding stock exchange rules
4. Share Retention: Provisions for partial buybacks where sellers retain some shares
5. Corporate Governance Requirements: Special provisions for listed companies following Swiss Corporate Governance Code
6. Bank Guarantee: Optional security mechanism for large transactions
7. Stock Exchange Trading Provisions: Required for buybacks executed through trading line on stock exchange
1. Share Details: Detailed description of shares including share certificates numbers if applicable
2. Completion Requirements: Checklist of documents and actions required for completion
3. Form of Transfer Documents: Template share transfer forms and associated documentation
4. Corporate Approvals: Copies of board and shareholder resolutions authorizing the buyback
5. Calculation Mechanism: Detailed methodology for price calculation if not fixed
6. Tax Forms: Required Swiss tax forms and declarations
7. Regulatory Filings: Templates or copies of required regulatory notifications
8. Timeline: Detailed schedule of the buyback process and key dates
Find the exact document you need
Stock Purchase Contract
A Swiss law-governed agreement for the sale and purchase of shares in a company, detailing transfer terms and conditions in accordance with Swiss legal requirements.
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Stock Buy Back Agreement
A Swiss law-governed agreement detailing terms and conditions for a company's repurchase of its own shares from existing shareholders.
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