The Share Buyback Contract is used when a Danish company wishes to repurchase its own shares from existing shareholders, a transaction that requires careful structuring to comply with Danish corporate law. This document is essential for companies seeking to manage their capital structure, return excess cash to shareholders, or implement employee share schemes. The agreement must comply with Sections 196-201 of the Danish Companies Act (Selskabsloven) regarding acquisition of own shares, and for listed companies, additional requirements under Market Abuse Regulation (MAR) and Nasdaq Copenhagen rules may apply. The contract typically includes detailed provisions on purchase price calculation, completion mechanics, warranties, and tax implications, while ensuring adequate protection for both the company and selling shareholders.
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Key Requirements PROMPT example:
Share Buyback Contract
I need a Share Buyback Contract under Danish law for our private limited company to repurchase 10,000 shares from a retiring founder, with completion planned for March 2025.
1. Parties: Identification of the company (purchaser) and the selling shareholder(s)
2. Background: Context of the share buyback, including corporate approvals and compliance with Danish Companies Act requirements
3. Definitions: Key terms used throughout the agreement, including Share Capital, Purchase Price, Completion Date
4. Subject Matter of Sale: Details of the shares being sold, including number, class, and nominal value
5. Purchase Price: Agreed price per share and total consideration, including payment method and timing
6. Conditions Precedent: Any conditions that must be satisfied before completion, including regulatory approvals
7. Completion: Mechanics of the transfer, including timing and actions required by each party
8. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and absence of encumbrances
9. Company's Warranties: Warranties regarding corporate authority and compliance with Danish Companies Act
10. Tax Matters: Tax implications and responsibilities of the parties
11. Confidentiality: Obligations regarding non-disclosure of agreement terms
12. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction of Danish courts
1. Market Abuse Regulation Compliance: Required for listed companies, detailing compliance with MAR requirements
2. Shareholders' Agreement Compliance: Required if existing shareholders' agreements contain provisions affecting the buyback
3. Tag-Along Rights: Include if other shareholders have tag-along rights that need to be addressed
4. Regulatory Filings: Required for listed companies or when regulatory notifications are necessary
5. Price Adjustment Mechanism: Include if the purchase price may be adjusted based on certain conditions
6. Non-Competition: Include if seller is a significant shareholder or has management role
7. Stock Exchange Requirements: Required for companies listed on Nasdaq Copenhagen
1. Share Details: Detailed description of the shares, including share certificates numbers if applicable
2. Corporate Authorizations: Copies of board and/or shareholder resolutions approving the buyback
3. Calculation of Purchase Price: If price is based on a formula or valuation method
4. Transfer Documents: Share transfer forms and other documents required to effect the transfer
5. Tax Clearance: Any required tax clearance certificates or documentation
6. Regulatory Approvals: Copies of any required regulatory approvals or notifications
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Corporate Services
Legal Services
Investment Banking
Private Equity
Professional Services
Public Companies
Family Businesses
Technology
Manufacturing
Retail
Energy
Healthcare
Relevant Teams
Legal
Finance
Corporate Development
Treasury
Compliance
Corporate Secretariat
Investor Relations
Tax
Board Secretariat
Corporate Governance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Head of Legal
Finance Director
Treasury Manager
Corporate Development Director
Compliance Officer
Board Member
Legal Counsel
Corporate Lawyer
Financial Controller
Investment Manager
Shareholder Relations Manager
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