Shareholder Buyout Agreement Template for Switzerland

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Key Requirements PROMPT example:

Shareholder Buyout Agreement

"I need a Shareholder Buyout Agreement for our Swiss tech startup where the founding CTO is retiring and selling their 25% shareholding to the company by March 2025, with payment to be made in three installments."

Document background
The Shareholder Buyout Agreement is a crucial document used when existing shareholders wish to exit a company by selling their shares to other shareholders or to the company itself. This document is particularly important in the Swiss legal context, where share transfers must comply with specific requirements under the Swiss Code of Obligations and related corporate laws. It is commonly used in scenarios such as retirement of founding members, resolution of shareholder disputes, or strategic restructuring of company ownership. The agreement covers essential elements including share valuation, payment terms, warranties, and tax implications, while ensuring compliance with both federal Swiss law and relevant cantonal regulations. It typically requires careful consideration of company articles, existing shareholder agreements, and any pre-emptive rights, making it a fundamental tool in Swiss corporate transactions.
Suggested Sections

1. Parties: Identification of the selling shareholder(s), purchasing shareholder(s), and the company

2. Background: Context of the transaction, including current shareholding structure and reason for buyout

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and class of shares being transferred

5. Purchase Price: Detailed terms of consideration, payment method, and timing

6. Completion: Process and requirements for closing the transaction

7. Seller's Warranties: Representations and warranties from the selling shareholder regarding ownership, authority, and company status

8. Buyer's Warranties: Representations and warranties from the purchasing shareholder regarding authority and financial capacity

9. Pre-Completion Obligations: Obligations of all parties between signing and completion

10. Confidentiality: Provisions regarding confidential information and announcements

11. Tax Matters: Allocation of tax liabilities and responsibilities

12. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

13. Notices: Process for formal communications between parties

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

Optional Sections

1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller has key business knowledge

2. Earn-out Provisions: Additional payment terms based on future performance - include when price includes contingent payments

3. Management Transition: Terms for handover of management responsibilities - include when seller has management role

4. Intellectual Property Rights: Special provisions for IP transfer or licensing - include for technology companies

5. Employee Matters: Provisions regarding key employees - include when employment arrangements are affected

6. Bank Financing: Terms related to external financing - include when purchase is bank-financed

7. Shareholder Loans: Treatment of existing shareholder loans - include when relevant

8. Regulatory Approvals: Process for obtaining necessary regulatory approvals - include for regulated industries

Suggested Schedules

1. Schedule 1: Share Details: Detailed information about the shares being transferred

2. Schedule 2: Company Information: Key company details including assets, contracts, and liabilities

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

4. Schedule 4: Warranties: Detailed warranties given by the seller

5. Schedule 5: Disclosure Letter: Seller's disclosures against the warranties

6. Schedule 6: Real Estate: Details of company's real estate holdings if applicable

7. Schedule 7: Intellectual Property: List of company's IP rights if applicable

8. Appendix A: Current Shareholding Structure: Chart showing current ownership structure

9. Appendix B: Post-Completion Shareholding Structure: Chart showing ownership structure after 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

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Professional Services

Real Estate

Retail

Healthcare

Construction

Hospitality

Energy

Transportation

Media and Entertainment

Agriculture

Education

Relevant Teams

Legal

Finance

Corporate Governance

Tax

Compliance

Risk Management

Corporate Development

Mergers & Acquisitions

Board Secretariat

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Financial Director

Tax Director

Corporate Development Manager

Merger & Acquisition Manager

Board Member

Managing Director

Finance Manager

Compliance Officer

Risk Manager

Corporate Governance 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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