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Stock Buy Back Agreement

Stock Buy Back Agreement Template for Switzerland

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Key Requirements PROMPT example:

Stock Buy Back Agreement

"I need a Stock Buy Back Agreement for our private Swiss manufacturing company to repurchase 15% of its shares from a retiring founder-shareholder, with completion planned for March 2025 and payment in three installments."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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
Business Day
CHF
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Encumbrance
FINMA
Group
Long Stop Date
Material Adverse Change
Nominal Value
Purchase Price
Purchased Shares
Regulatory Authority
Remaining Shares
Representations and Warranties
Selling Shareholder
Share Capital
Share Certificates
Shareholders' Register
Shares
SIX Swiss Exchange
Swiss Code of Obligations
Swiss GAAP FER
Swiss Law
Tax
Trading Day
Transaction
Transfer
Transfer Documents
Voting Rights
Working Hours
Written Resolution
Relevant Industries

Financial Services

Banking

Insurance

Manufacturing

Technology

Pharmaceuticals

Consumer Goods

Energy

Telecommunications

Real Estate

Industrial

Healthcare

Professional Services

Retail

Media and Entertainment

Relevant Teams

Legal

Finance

Treasury

Corporate Governance

Compliance

Tax

Investor Relations

Risk Management

Corporate Secretariat

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Finance Director

Treasury Manager

Corporate Finance Manager

Compliance Officer

Tax Director

Investor Relations Director

Board Member

Company Secretary

Financial Controller

Risk Manager

Industries
Swiss Code of Obligations (CO) Art. 659-659b: Core provisions governing share buybacks, including limitations on a company's acquisition of its own shares (max 10% for listed companies, 20% for non-listed), holding restrictions, and shareholder equality principles
Federal Act on Financial Market Infrastructure (FMIA): Regulates trading platforms and market behavior for listed companies, including disclosure requirements for share buybacks and prevention of market manipulation
Swiss Federal Tax Act: Covers tax implications of share buybacks, including withholding tax requirements and income tax consequences for shareholders
FINMA Circular 2013/29: Guidelines on market behavior rules, including specific provisions for share buyback programs and their implementation
Swiss Stock Exchange Regulations (if listed): SIX Swiss Exchange rules governing buyback programs, including disclosure requirements and trading restrictions
Federal Act on Financial Services (FinSA): Provisions regarding client classification, information duties, and documentation requirements in financial service relationships
Swiss Merger Act: Relevant for structuring the buyback in relation to potential corporate restructuring or squeeze-out situations
Swiss Corporate Governance Code: Best practice recommendations for listed companies regarding transparency and shareholder treatment in corporate actions
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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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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