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Stock Buyback Agreement for Philippines

Stock Buyback Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that outlines the terms and conditions under which a corporation repurchases its own shares from existing shareholders. The document ensures compliance with the Revised Corporation Code of the Philippines and relevant SEC regulations, detailing the purchase price, number of shares, payment terms, and completion requirements. It includes necessary representations and warranties, tax provisions, and regulatory compliance requirements specific to Philippine jurisdiction, while protecting both the corporation's and shareholders' interests in the share repurchase transaction.

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What is a Stock Buyback Agreement?

The Stock Buyback Agreement is a crucial document used when a Philippine corporation decides to repurchase its own shares from existing shareholders, a process regulated under Section 62 of the Revised Corporation Code of the Philippines. This document becomes necessary when a company implements share repurchase programs for various purposes, such as returning excess capital to shareholders, supporting share price, or implementing employee stock ownership plans. The agreement must comply with Philippine corporate law, securities regulations, and tax requirements, particularly SEC guidelines for listed companies. It contains detailed provisions on share valuation, transfer procedures, regulatory compliance, and tax implications, while addressing specific Philippine market considerations and corporate governance requirements. The document is especially relevant for publicly listed companies and those with sophisticated shareholder structures, requiring careful attention to both regulatory compliance and commercial objectives.

What sections should be included in a Stock Buyback Agreement?

1. Parties: Identification of the corporation purchasing its shares and the selling shareholder(s)

2. Background: Context of the agreement, including corporate authorizations and board resolutions approving the buyback

3. Definitions: Key terms used throughout the agreement

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

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

6. Completion: Process and requirements for completing the transaction

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Seller's Covenants: Specific undertakings by the selling shareholder(s)

9. Company's Covenants: Specific undertakings by the company

10. Tax Provisions: Allocation of tax responsibilities and requirements

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

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

1. Regulatory Compliance: Additional provisions for compliance with SEC regulations, needed if the company is publicly listed

2. Share Transfer Restrictions: Special provisions regarding transfer restrictions, needed if there are existing shareholders' agreements

3. Escrow Arrangements: Terms for escrow of shares or payment, needed for complex or high-value transactions

4. Break Fee: Provisions for compensation if the transaction fails, useful for significant buybacks

5. Employee Shareholder Provisions: Special terms for employee shareholders, needed if shares were acquired through employee stock plans

6. Competition Compliance: Required if the buyback could raise competition law concerns under the Philippine Competition Act

What schedules should be included in a Stock Buyback Agreement?

1. Schedule 1 - Share Details: Detailed information about the shares being purchased including share certificates and transfer history

2. Schedule 2 - Purchase Price Calculation: Methodology and calculations for determining the share purchase price

3. Schedule 3 - Completion Requirements: List of documents and actions required for completion

4. Schedule 4 - Corporate Authorizations: Copies of board resolutions and other corporate approvals

5. Schedule 5 - Regulatory Filings: List of required regulatory filings and their status

6. Appendix A - Form of Share Transfer: Template for share transfer documentation

7. Appendix B - Deed of Release: Template for releasing seller from certain obligations post-completion

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

Philippines

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions




































Clauses






























Relevant Industries

Financial Services

Banking

Investment Management

Real Estate

Manufacturing

Technology

Telecommunications

Retail

Energy

Mining

Construction

Healthcare

Education

Transportation

Agriculture

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Treasury

Investor Relations

Tax

Risk Management

Corporate Governance

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Compliance Officer

Corporate Treasurer

Investment Relations Officer

Finance Director

Board Director

Corporate Governance Officer

Risk Management Officer

Tax Manager

Financial Controller

Company Secretary

Securities Compliance Officer

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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