The Stock Buyout Agreement is a crucial document used in German corporate transactions when one party wishes to acquire shares from existing shareholders. This agreement is particularly important in private company acquisitions, corporate restructurings, and succession planning. It must comply with German corporate law, particularly the Aktiengesetz (Stock Corporation Act) and GmbH-Gesetz (Limited Liability Companies Act). The document typically includes detailed provisions on share valuation, payment terms, representations about share ownership and company status, conditions precedent to closing, and post-closing obligations. It requires careful consideration of German tax laws, securities regulations, and potentially competition law requirements. The Stock Buyout Agreement is often used in conjunction with due diligence findings and may require notarization under German law depending on the company's legal form.

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses

2. Background: Context of the transaction, including description of the company and current ownership structure

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

4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and percentage of ownership being transferred

5. Purchase Price: Detailed description of the purchase price, payment method, and timing

6. Closing Conditions: Conditions that must be met before the transaction can be completed

7. Closing Actions: Specific actions required at closing, including document delivery and payment mechanics

8. Seller's Representations and Warranties: Warranties regarding share ownership, authority to sell, and company status

9. Buyer's Representations and Warranties: Warranties regarding authority to purchase and financial capacity

10. Covenants: Pre and post-closing obligations of the parties

11. Tax Matters: Allocation of tax liabilities and responsibilities

12. Confidentiality: Provisions regarding confidential information and public announcements

13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

14. Notices: Process for formal communications between parties

15. General Provisions: Standard boilerplate provisions including severability, amendments, and entire agreement