A Stock Buy Back Agreement is a crucial document used when a Danish company decides to repurchase its own shares from existing shareholders. This transaction must comply with the Danish Companies Act (Selskabsloven), particularly sections 196-201 regarding acquisition of own shares. The agreement is commonly used for various corporate purposes, including capital structure optimization, excess cash utilization, or implementing employee share schemes. It becomes necessary when a company has available distributable reserves and requires detailed provisions for share valuation, payment mechanisms, and regulatory compliance. The document must address specific Danish legal requirements, including corporate governance aspects, tax implications, and for listed companies, market abuse regulations. The agreement typically requires board approval and must ensure compliance with the company's articles of association and any existing shareholders' agreements.
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Key Requirements PROMPT example:
Stock Buy Back Agreement
I need a Stock Buy Back Agreement for our Danish private limited company to repurchase 10,000 shares from a retiring founder at market value, with completion scheduled for March 15, 2025.
1. Parties: Identification of the selling shareholder(s) and the company purchasing its own shares
2. Background: Context of the buyback, including corporate approvals and purpose of the transaction
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of Sale: Details of the shares being repurchased, including number, class, and nominal value
5. Purchase Price: Agreed price per share and total consideration
6. Payment Terms: Method and timing of payment for the shares
7. Conditions Precedent: Conditions that must be met before the buyback can proceed
8. Closing: Mechanics and timing of the transfer of shares
9. Seller's Representations and Warranties: Statements about ownership, authority to sell, and status of the shares
10. Company's Representations and Warranties: Statements about corporate authority, compliance with laws, and financial capacity
11. Tax Matters: Treatment of tax implications and responsibilities
12. Confidentiality: Obligations regarding non-disclosure of transaction details
13. Notices: Communication procedures between parties
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including amendments, entire agreement, and severability
1. Market Abuse Provisions: Required for listed companies, addressing compliance with market abuse regulations
2. Installment Purchase Structure: Used when the buyback is to be executed in multiple tranches
3. Shareholder Approval: Details of required shareholder approval process, if not already obtained
4. Employee Share Scheme Provisions: Specific provisions if the buyback relates to employee share schemes
5. Regulatory Compliance: Additional compliance requirements for regulated industries
6. Third Party Consents: Provisions regarding obtaining necessary third party approvals
7. Share Transfer Restrictions: Reference to any existing shareholders' agreement or articles restrictions
1. Share Details: Detailed information about the shares being purchased including share certificates numbers
2. Corporate Authorizations: Copies of board and shareholder resolutions approving the buyback
3. Calculation of Purchase Price: If complex pricing mechanism is used, detailed calculation methodology
4. Form of Transfer Instruments: Template share transfer forms and other required documentation
5. Closing Checklist: List of actions and documents required for closing
6. Tax Calculations: Detailed tax implications and calculations if relevant
7. Regulatory Filings: Templates or copies of required regulatory notifications
Authors
Relevant legal definitions
Agreement
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Companies Act
Completion
Conditions Precedent
Confidential Information
Corporate Authorizations
Danish Business Authority
Distributable Reserves
Encumbrance
General Meeting
Governmental Authority
Group
Law
Long Stop Date
Material Adverse Change
Party/Parties
Purchase Price
Regulatory Approvals
Relevant Securities
Sale Shares
Seller
Share Capital
Shareholders' Register
Signing Date
Subsidiary
Tax
Transaction
Transfer Documents
Warranties
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Companies Act
Completion
Conditions Precedent
Confidential Information
Corporate Authorizations
Danish Business Authority
Distributable Reserves
Encumbrance
General Meeting
Governmental Authority
Group
Law
Long Stop Date
Material Adverse Change
Party/Parties
Purchase Price
Regulatory Approvals
Relevant Securities
Sale Shares
Seller
Share Capital
Shareholders' Register
Signing Date
Subsidiary
Tax
Transaction
Transfer Documents
Warranties
Clauses
Interpretation
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion Mechanics
Pre-Completion Obligations
Representations and Warranties
Tax Covenants
Confidentiality
Regulatory Compliance
Corporate Authority
Share Transfer
Further Assurance
Notices
Assignment
Amendments
Severability
Entire Agreement
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Costs and Expenses
Termination
Survival
Data Protection
Announcements
Counterparts
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion Mechanics
Pre-Completion Obligations
Representations and Warranties
Tax Covenants
Confidentiality
Regulatory Compliance
Corporate Authority
Share Transfer
Further Assurance
Notices
Assignment
Amendments
Severability
Entire Agreement
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Costs and Expenses
Termination
Survival
Data Protection
Announcements
Counterparts
Relevant Industries
Financial Services
Banking
Professional Services
Manufacturing
Technology
Retail
Energy
Healthcare
Real Estate
Transportation
Telecommunications
Consumer Goods
Relevant Teams
Legal
Finance
Treasury
Corporate Secretariat
Tax
Compliance
Investor Relations
Corporate Development
Board Secretariat
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Finance Director
Legal Director
Treasury Manager
Corporate Finance Manager
Tax Manager
Compliance Officer
Board Member
Company Director
Shareholder Relations Manager
Investment Manager
Financial Controller
Find the exact document you need
Stock Buy Back Agreement
Danish law-governed agreement for a company to repurchase its own shares from existing shareholders, complying with the Danish Companies Act.
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Stock Option Purchase Agreement
A Danish law-governed agreement establishing the terms for granting and exercising stock options between a company and option holder.
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