The Management Buyout Agreement is a crucial document used when a company's management team seeks to acquire ownership of the business they currently operate. This agreement, structured under Australian law, provides the legal framework for transferring ownership from existing shareholders to the management team buyers. It typically includes detailed provisions for purchase price determination, payment structures (including any vendor financing or third-party funding arrangements), warranties and indemnities, and post-completion obligations. The document must comply with Australian corporate regulations, including the Corporations Act 2001, state-specific legislation, and where applicable, foreign investment rules. It's particularly important in succession planning scenarios or when parent companies wish to divest subsidiaries to their existing management.
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1. Parties: Identifies the selling shareholders, purchasing management team, and the target company
2. Background: Sets out the context of the transaction, including current ownership structure and intention to effect management buyout
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Sale and Purchase: Details the assets or shares being transferred and the basic transaction structure
5. Purchase Price: Specifies the consideration, payment terms, and any adjustments
6. Conditions Precedent: Lists conditions that must be satisfied before completion can occur
7. Pre-completion Obligations: Specifies conduct of business requirements between signing and completion
8. Completion: Details the completion mechanics, timing, and deliverables
9. Warranties: Contains seller's warranties about the business, assets, and liabilities
10. Limitations on Claims: Sets out limitations on warranty claims and seller's liability
11. Tax Indemnities: Addresses tax-related warranties and indemnities
12. Restrictive Covenants: Non-compete and non-solicitation obligations on sellers
13. Confidentiality: Provisions regarding confidential information and announcements
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Financing Arrangements: Include when third-party financing is part of the transaction structure
2. Employee Matters: Include when specific employment arrangements need to be addressed
3. Intellectual Property: Include when significant IP assets require specific treatment
4. Real Property: Include when real estate assets are material to the transaction
5. Environmental Matters: Include for businesses with significant environmental risks or obligations
6. Parent Company Guarantee: Include when parent company guarantees are required
7. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
8. Transition Services: Include when post-completion services from seller are required
1. Share Capital and Shareholders: Details of current and post-completion share capital structure
2. Properties: List and details of real estate owned or leased by the company
3. Material Contracts: Summary of key commercial contracts
4. Intellectual Property Rights: Schedule of IP assets and registrations
5. Employee Information: Details of key employees and their terms of employment
6. Completion Deliverables: List of documents and items to be delivered at completion
7. Warranties: Detailed warranties given by the sellers
8. Financial Information: Recent financial statements and management accounts
9. Permitted Encumbrances: List of permitted liens and encumbrances
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Form of Board Resolutions: Template board resolutions for completion
Relevant legal definitions
Accounts
Accounts Date
Adjustment Amount
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Events of Default
Excluded Assets
Existing Shareholders
Financial Indebtedness
Financial Year
FIRB Approval
Governmental Authority
Group
GST
Intellectual Property Rights
Key Employees
Liabilities
Limitation Period
Loss
Management Accounts
Management Team
Material Adverse Change
Material Contracts
Permitted Encumbrances
Purchase Price
Related Body Corporate
Relevant Claim
Representatives
Sale Shares
Security Interest
Seller Warranties
Shareholders Agreement
Stamp Duty
Subsidiary
Target Company
Tax
Tax Claim
Third Party Consent
Transaction Documents
Warranties
Working Capital
Accounts Date
Adjustment Amount
Business
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Events of Default
Excluded Assets
Existing Shareholders
Financial Indebtedness
Financial Year
FIRB Approval
Governmental Authority
Group
GST
Intellectual Property Rights
Key Employees
Liabilities
Limitation Period
Loss
Management Accounts
Management Team
Material Adverse Change
Material Contracts
Permitted Encumbrances
Purchase Price
Related Body Corporate
Relevant Claim
Representatives
Sale Shares
Security Interest
Seller Warranties
Shareholders Agreement
Stamp Duty
Subsidiary
Target Company
Tax
Tax Claim
Third Party Consent
Transaction Documents
Warranties
Working Capital
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Completion Mechanics
Conditions Precedent
Pre-completion Obligations
Completion Obligations
Post-completion Obligations
Warranties
Seller Warranties
Buyer Warranties
Tax Covenants
Tax Indemnities
Employment Provisions
Non-Competition
Non-Solicitation
Confidentiality
Announcements
Data Protection
Assignment
Third Party Rights
Further Assurance
Costs
Notices
Set-off
Entire Agreement
Variation
Waiver
Severance
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Share Transfer
Board Composition
Management Control
Employee Benefits
Intellectual Property Rights
Property Rights
Financial Arrangements
Security Interests
Guarantee Provisions
Indemnification
Business Assets
Transition Services
Information Rights
Regulatory Compliance
FIRB Approval
Competition Law Compliance
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Completion Mechanics
Conditions Precedent
Pre-completion Obligations
Completion Obligations
Post-completion Obligations
Warranties
Seller Warranties
Buyer Warranties
Tax Covenants
Tax Indemnities
Employment Provisions
Non-Competition
Non-Solicitation
Confidentiality
Announcements
Data Protection
Assignment
Third Party Rights
Further Assurance
Costs
Notices
Set-off
Entire Agreement
Variation
Waiver
Severance
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Share Transfer
Board Composition
Management Control
Employee Benefits
Intellectual Property Rights
Property Rights
Financial Arrangements
Security Interests
Guarantee Provisions
Indemnification
Business Assets
Transition Services
Information Rights
Regulatory Compliance
FIRB Approval
Competition Law Compliance
Relevant Industries
Manufacturing
Professional Services
Retail
Technology
Healthcare
Construction
Hospitality
Transportation
Real Estate
Financial Services
Mining
Agriculture
Education
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Executive Leadership
Board of Directors
Mergers and Acquisitions
Treasury
Compliance
Corporate Secretariat
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Finance Director
Operations Director
Company Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Investment Banker
Transaction Advisory Partner
Private Equity Manager
Corporate Finance Director
Business Development Director
Board Member
Commercial Director
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