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Stock Buyback Agreement for the United Kingdom

Stock Buyback Agreement Template for England and Wales

A Stock Buyback Agreement under English and Welsh law is a legal document that facilitates a company's repurchase of its own shares from existing shareholders. The agreement sets out the terms and conditions of the share buyback, including the purchase price, number of shares, completion mechanics, and relevant warranties. It must comply with the Companies Act 2006 and other applicable regulations, particularly regarding capital maintenance rules and corporate approval requirements.

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What is a Stock Buyback Agreement?

A Stock Buyback Agreement is utilized when a company wishes to repurchase its own shares from existing shareholders, often to reduce share capital, return excess cash to shareholders, or adjust ownership structures. This document, governed by English and Welsh law, must comply with the Companies Act 2006 and includes essential elements such as purchase price, completion mechanics, and necessary corporate approvals. It's particularly important for ensuring compliance with capital maintenance rules and protecting both the company's and selling shareholders' interests.

What sections should be included in a Stock Buyback Agreement?

1. Parties: Identification of the company and selling shareholders

2. Background: Context of the buyback and current shareholding structure

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale: Core terms of the buyback including price and number of shares

5. Completion: Timing and mechanics of the buyback

6. Warranties: Standard representations regarding share ownership and authority

7. Governing Law: Specification of applicable law and jurisdiction

What sections are optional to include in a Stock Buyback Agreement?

1. Conditions Precedent: Used when completion is subject to specific conditions such as regulatory approvals or other complex requirements

2. Tax Indemnities: Specific tax-related protections for situations with significant or complex tax implications

3. Confidentiality: Provisions regarding non-disclosure of transaction details and sensitive information

What schedules should be included in a Stock Buyback Agreement?

1. Schedule 1 - Share Details: Details of shares being purchased including class and numbers

2. Schedule 2 - Form of Stock Transfer Form: Standard form for executing the transfer

3. Schedule 3 - Board Resolutions: Required corporate approvals

4. Schedule 4 - Shareholder Resolutions: If required under Articles or Companies Act

5. Schedule 5 - Payment Details: Bank account and payment mechanism details

Authors

Alex Denne

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

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions


























Clauses



























Industries

Companies Act 2006 - Parts 17 & 18: Primary legislation governing share capital structure, capital reduction and share buybacks. Sections 658-737 detail procedural requirements for reducing share capital and conducting buybacks. Sections 690-708 specifically outline the permitted methods and procedures for share buybacks.

Financial Services and Markets Act 2000: Key legislation for listed or regulated companies, containing provisions regarding market abuse and insider trading that must be considered during share buybacks.

Corporation Tax Act 2010: Governs the tax treatment of share buybacks and how distributions are handled for tax purposes.

Companies (Model Articles) Regulations 2008: Secondary legislation providing standard provisions affecting share capital and its treatment within a company's articles of association.

Companies (Share Capital and Debentures) Regulations 2008: Secondary legislation detailing technical requirements and procedures for implementing share buybacks.

Companies (Reduction of Share Capital) Order 2008: Secondary legislation specifying procedural requirements for reducing share capital, including documentation and filing requirements.

UK Listing Rules: Regulatory requirements specifically applicable to listed companies conducting share buybacks, including notification and disclosure obligations.

Market Abuse Regulation (MAR): European-derived regulation (retained in UK law) governing market conduct, particularly relevant for timing and execution of buybacks to prevent market manipulation.

Takeover Code: Regulations that must be considered if the share buyback could trigger takeover provisions or affect control thresholds within the company.

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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