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Stock Repurchase Agreement Template for Australia

This document is an Australian-law governed Stock Repurchase Agreement that facilitates the buying back of company shares from existing shareholders. It complies with the requirements of the Corporations Act 2001 (Cth) and contains all necessary provisions for executing a valid share buyback, including purchase terms, warranties, and completion mechanics. The agreement addresses key aspects such as purchase price, payment terms, conditions precedent, and regulatory compliance requirements, particularly relevant for both private and public companies operating under Australian corporate law.

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What is a Stock Repurchase Agreement?

A Stock Repurchase Agreement is a crucial document used when an Australian company wishes to buy back its own shares from existing shareholders. This document is essential for companies implementing capital management strategies, providing exit mechanisms for shareholders, or managing employee share schemes. The agreement must comply with the strict requirements of the Corporations Act 2001 (Cth), particularly Division 2 of Part 2J.1, which regulates share buy-backs in Australia. It is commonly used in situations such as corporate restructuring, excess capital management, or when providing liquidity options for shareholders. The document includes detailed provisions covering the transaction mechanics, regulatory compliance requirements, and protections for both the company and selling shareholders.

What sections should be included in a Stock Repurchase Agreement?

1. Parties: Identifies the company conducting the buy-back and the selling shareholder(s)

2. Background: Sets out the context of the share repurchase, including the company's capital structure and reason for the buy-back

3. Definitions and Interpretation: Defines key terms used in the agreement and establishes interpretation principles

4. Agreement to Sell and Purchase: Core provision establishing the basic agreement to repurchase shares

5. Purchase Price and Payment Terms: Specifies the agreed price per share and payment mechanisms

6. Conditions Precedent: Lists conditions that must be satisfied before the repurchase can proceed

7. Completion: Details the mechanics and timing of the share transfer and payment

8. Representations and Warranties: Standard warranties from both parties about their capacity and authority to enter the agreement

9. Seller's Warranties: Specific warranties about ownership and right to sell the shares

10. Company's Warranties and Representations: Warranties about corporate authority and compliance with laws

11. Confidentiality: Obligations to keep the transaction and its terms confidential

12. Notices: Specifies how formal notices under the agreement must be given

13. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendments

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

1. Regulatory Compliance: Required for listed companies or when specific regulatory approvals are needed

2. Tax Matters: Include when specific tax treatments or obligations need to be addressed

3. Multiple Sellers Provisions: Required when there are multiple selling shareholders

4. Security Interest Provisions: Include if the shares are subject to any security interests that need to be released

5. Foreign Investment Provisions: Required when the transaction involves foreign shareholders or FIRB considerations

6. Drag-Along/Tag-Along Rights: Include if the repurchase triggers or affects existing shareholder rights

7. Employee Share Scheme Provisions: Required if the shares being repurchased are part of an employee share scheme

What schedules should be included in a Stock Repurchase Agreement?

1. Share Details: Schedule listing the specific shares being repurchased, including share certificate numbers and class of shares

2. Completion Requirements: Detailed checklist of documents and actions required for completion

3. Form of Transfer: Pro forma share transfer form to be used at completion

4. Calculation of Purchase Price: If the price involves any calculations or adjustments, these are detailed here

5. Required Regulatory Approvals: List of specific approvals required and their status

6. Existing Security Interests: Details of any security interests affecting the shares

7. Board Resolutions: Pro forma board resolutions required to approve the buy-back

Authors

Alex Denne

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

Jurisdiction

Australia

Publisher

Ƶ

Document Type

Stock Agreement

Sector

Cost

Free to use

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