Share Buyback Agreement Template for Belgium

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Key Requirements PROMPT example:

Share Buyback Agreement

"I need a Share Buyback Agreement under Belgian law for our listed technology company to repurchase 50,000 shares from institutional investors, with completion planned for March 2025, ensuring compliance with FSMA regulations and including market announcement provisions."

Document background
The Share Buyback Agreement is a crucial document used when a Belgian company decides to repurchase its own shares from existing shareholders, whether for capital structure optimization, excess cash utilization, or as part of an employee share scheme. This document type is essential in Belgian corporate practice and must comply with the strict requirements of the Belgian Code of Companies and Associations, particularly Articles 7:215 to 7:220. The agreement becomes especially complex for listed companies, which must also comply with Market Abuse Regulation and FSMA requirements. It typically includes detailed provisions on purchase price calculation, completion mechanics, representations and warranties, tax treatment, and regulatory compliance. The document serves as both a legal framework for the transaction and a compliance tool to ensure adherence to Belgian corporate law requirements.
Suggested Sections

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

2. Background: Context of the share buyback, corporate approvals, and relevant company information

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core terms of the share buyback including number of shares, price, and payment terms

5. Conditions Precedent: Required conditions to be met before completion, including corporate and regulatory approvals

6. Completion: Mechanics and timing of the buyback execution

7. Seller's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances

8. Company's Warranties: Representations regarding corporate authority and compliance with Belgian law

9. Tax Provisions: Treatment of taxes, including withholding obligations and tax indemnities

10. Confidentiality: Obligations regarding non-disclosure of transaction details

11. Notices: Communication procedures between parties

12. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction for disputes

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

Optional Sections

1. Listed Company Provisions: Additional provisions for compliance with MAR and FSMA requirements, used when the company is publicly listed

2. Employee Scheme Provisions: Specific terms for buybacks related to employee share schemes

3. Market Announcement: Requirements for public announcements, relevant for listed companies

4. Regulatory Compliance: Additional compliance requirements for regulated industries

5. Share Transfer Restrictions: Reference to any existing shareholders' agreement or corporate restrictions

6. Anti-dilution Provisions: Protection mechanisms if relevant corporate events occur before completion

7. Escrow Arrangements: Terms for holding funds in escrow if required for transaction security

Suggested Schedules

1. Schedule 1 - Share Details: Detailed information about the shares being purchased, including class, rights, and certificates

2. Schedule 2 - Calculation of Purchase Price: Methodology and calculations for determining the share price

3. Schedule 3 - Corporate Approvals: Copies of board and shareholder resolutions approving the buyback

4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion

5. Schedule 5 - Form of Transfer Instruments: Template share transfer forms and other necessary documentation

6. Appendix A - Tax Calculations: Detailed tax implications and calculations

7. Appendix B - Regulatory Filings: Forms and notices required for Belgian regulatory compliance

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

Clauses
Relevant Industries

Financial Services

Banking

Professional Services

Technology

Manufacturing

Retail

Healthcare

Energy

Real Estate

Telecommunications

Consumer Goods

Industrial

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Governance

Treasury

Tax

Compliance

Company Secretariat

Mergers & Acquisitions

Investor Relations

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Finance Director

Treasury Manager

Corporate Governance Officer

Compliance Officer

Tax Director

M&A Director

Board Member

Company Director

Shareholder Relations Manager

Financial Controller

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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