Stock Buyback Agreement Template for Belgium

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Key Requirements PROMPT example:

Stock Buyback Agreement

"I need a Stock Buyback Agreement for our private Belgian technology company to repurchase 15% of shares from a departing founder-shareholder, with completion planned for March 2025 and payment to be made in three installments."

Document background
The Stock Buyback Agreement is a crucial document used when a Belgian company wishes to repurchase its own shares from existing shareholders, whether for capital structure optimization, excess cash utilization, or other strategic purposes. This agreement must strictly comply with Articles 7:215 to 7:221 of the Belgian Companies and Associations Code (BCAC), which outline specific requirements for share buybacks, including authorization thresholds and procedural requirements. The document is particularly important in scenarios involving listed companies, where additional EU Market Abuse Regulation compliance is necessary. It includes detailed provisions on purchase price determination, transfer mechanics, tax implications, and required regulatory approvals, while ensuring proper corporate governance and shareholder protection under Belgian law.
Suggested Sections

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

2. Background: Context of the buyback, including corporate authorizations and relevant shareholder resolutions

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter and Scope: Details of the shares to be repurchased, including number, class, and percentage of total share capital

5. Purchase Price: Specification of the purchase price per share and total consideration, including payment terms and mechanisms

6. Closing Conditions: Conditions precedent to the completion of the buyback, including regulatory approvals and corporate authorizations

7. Representations and Warranties: Standard representations from both parties, including authority to enter into the agreement and title to shares

8. Closing Mechanics: Procedures for the transfer of shares and payment, including timing and documentation requirements

9. Tax Provisions: Allocation of responsibility for taxes arising from the transaction

10. Confidentiality: Obligations regarding the confidential treatment of the transaction and related information

11. Notices: Process and contact details for formal communications between parties

12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes

13. Execution: Signature blocks and execution formalities

Optional Sections

1. Market Abuse Prevention: Required for listed companies, detailing compliance with EU Market Abuse Regulation requirements

2. Shareholders' Agreement Compliance: Required when existing shareholders' agreements affect the buyback terms

3. Regulatory Compliance: Required for regulated entities or when specific regulatory approvals are needed

4. Share Transfer Restrictions: Required when there are existing transfer restrictions that need to be addressed

5. Multiple Closings: Required for phased buyback programs with multiple completion dates

6. Tag-Along Rights: Required when other shareholders have tag-along rights that need to be addressed

7. Employee Share Scheme Provisions: Required when the buyback involves shares held under employee share schemes

Suggested Schedules

1. Schedule 1 - Share Details: Detailed information about the shares being repurchased, including share certificates numbers and acquisition history

2. Schedule 2 - Corporate Authorizations: Copies of board resolutions, shareholder approvals, and other corporate authorizations

3. Schedule 3 - Calculation of Purchase Price: Detailed methodology and calculations for determining the purchase price

4. Schedule 4 - Closing Checklist: List of all documents and actions required for closing

5. Schedule 5 - Form of Transfer Instruments: Template forms for share transfer documentation

6. Appendix A - Disclosure Schedule: Disclosures against representations and warranties

7. Appendix B - Regulatory Filings: Copies of required regulatory notifications and approvals

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

Relevant legal definitions
Relevant Industries

Financial Services

Banking

Investment Management

Professional Services

Technology

Manufacturing

Retail

Energy

Healthcare

Real Estate

Telecommunications

Consumer Goods

Industrial

Mining and Materials

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Investor Relations

Compliance

Risk Management

Corporate Secretariat

Board of Directors

Executive Committee

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Finance Director

Legal Director

Treasury Manager

Corporate Development Director

Investor Relations Manager

Compliance Officer

Board Member

Company Director

Financial Controller

Legal Counsel

Corporate Finance Manager

Risk Manager

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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