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Share Buyback Agreement

Share Buyback Agreement Template for Switzerland

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Key Requirements PROMPT example:

Share Buyback Agreement

"I need a Share Buyback Agreement under Swiss law for our listed technology company to repurchase up to 50,000 shares through the SIX Swiss Exchange, with the buyback program to commence in March 2025."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board of Directors
Business Day
Closing
Closing Date
Company
Completion
Conditions Precedent
Confidential Information
Consideration
Encumbrance
FINMA
General Meeting
Governmental Authority
Independent Auditor
Law
Material Adverse Change
Nominal Value
Notice
Own Shares
Party/Parties
Purchase Price
Purchaser
Regulatory Approvals
Relevant Shares
Representatives
Sale Shares
Seller
Share Capital
Share Certificates
Shareholders
Shareholders' Register
Shares
SIX Swiss Exchange
Swiss Code of Obligations
Swiss GAAP FER
Tax
Trading Day
Transaction
Transfer
Treasury Shares
Voting Rights
Warranties
Withholding Tax
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Closing
Pre-Closing Obligations
Representations and Warranties
Tax Matters
Regulatory Compliance
Equal Treatment
Market Disclosure
Share Transfer
Corporate Approvals
Confidentiality
Data Protection
Non-Competition
Force Majeure
Termination
Indemnification
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Costs and Expenses
Further Assurance
Governing Law
Dispute Resolution
Counterparts
Relevant Industries

Financial Services

Banking

Insurance

Manufacturing

Technology

Pharmaceuticals

Consumer Goods

Industrial

Energy

Telecommunications

Real Estate

Professional Services

Healthcare

Retail

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Tax

Compliance

Investor Relations

Corporate Development

Risk Management

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Head of Legal

Financial Controller

Treasury Manager

Corporate Finance Director

Compliance Officer

Tax Director

Investor Relations Manager

Board Member

Company Director

Legal Counsel

Finance Manager

Corporate Development Manager

Industries
Swiss Code of Obligations (CO): Primary source of Swiss corporate law, particularly Articles 659-659b CO regarding share buybacks, maximum limits, and conditions for repurchasing own shares
Financial Market Infrastructure Act (FMIA): Regulates securities trading and market behavior, particularly relevant for listed companies conducting share buybacks
FINMA Circular 2013/29: Specific regulations on market behavior rules, including provisions on share buyback programs and their execution
Federal Act on Direct Federal Taxation (DBG): Contains provisions on tax implications of share buybacks, particularly regarding withholding tax and income tax consequences
Swiss Federal Act on Stamp Duties: Governs stamp duty implications of share buybacks, including potential exemptions and obligations
Stock Exchange Act (SESTA): Relevant for listed companies, containing provisions on disclosure obligations and market manipulation prevention
Swiss Corporate Law Reform 2020: Recent updates to corporate law affecting share capital modifications and corporate governance requirements
FINMA Ordinance on Financial Market Infrastructures: Detailed regulations on trading venues and market conduct rules affecting share buyback execution
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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