Stock Buyback Agreement for the United States

Stock Buyback Agreement Template for United States

A Stock Buyback Agreement is a legal document used in the United States that outlines the terms and conditions under which a corporation repurchases its own shares from existing shareholders. The agreement complies with federal securities laws, including SEC Rule 10b-18, and relevant state corporate laws. It details the purchase price, quantity of shares, closing mechanics, and representations and warranties from both parties.

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What is a Stock Buyback Agreement?

The Stock Buyback Agreement is essential when a company decides to repurchase its outstanding shares, often to increase shareholder value, utilize excess cash, or adjust its capital structure. This document, governed by U.S. federal and state laws, must comply with SEC regulations, particularly Rule 10b-18 safe harbor provisions. The agreement typically includes purchase terms, closing conditions, representations about share ownership and authority to sell, and necessary corporate approvals. It's particularly relevant in situations involving capital returns to shareholders, corporate restructuring, or implementing share repurchase programs.

What sections should be included in a Stock Buyback Agreement?

1. Parties: Identification of the corporation and selling shareholders

2. Background: Context of the buyback program and corporate authorizations

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale: Core terms of the stock repurchase, including price and quantity

5. Closing: Timing and mechanics of the transaction

6. Representations and Warranties: Statements of fact from both parties

7. Covenants: Ongoing obligations of the parties

What sections are optional to include in a Stock Buyback Agreement?

1. Right of First Refusal: Company's right to purchase shares before transfer to third parties

2. Tag-Along Rights: Minority shareholder protection provisions

3. Employee Considerations: Special provisions for employee shareholders

What schedules should be included in a Stock Buyback Agreement?

1. Schedule of Shareholders: List of participating shareholders and their holdings

2. Board Resolution: Corporate authorization for the buyback program

3. Form of Stock Power: Template for transferring share ownership

4. Valuation Report: Independent valuation of shares (if applicable)

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

Jurisdiction

United States

Publisher

Genie AI

Cost

Free to use
Industries

Securities Exchange Act of 1934: Primary federal legislation governing securities trading, including Rule 10b-18 which provides safe harbor for company stock repurchases and sets conditions for timing, pricing, and volume of buybacks

Rule 10b-5: Anti-fraud provision that prohibits insider trading and requires careful timing of buyback announcements and executions relative to material non-public information

Regulation FD: Fair Disclosure regulation requiring public companies to disclose material information to all investors simultaneously

State Corporate Laws: State-specific laws governing corporate actions, particularly Delaware General Corporation Law if company is Delaware-incorporated, including requirements for board approval and surplus requirements

Internal Revenue Code: Federal tax provisions affecting stock buybacks, including the recent 1% excise tax under the Inflation Reduction Act and tax treatment of proceeds for shareholders

Sarbanes-Oxley Act: Corporate governance requirements affecting internal controls, disclosure requirements, and certification of financial statements related to buyback programs

Stock Exchange Rules: NYSE/NASDAQ listing requirements and disclosure obligations for public companies conducting stock buybacks

Fiduciary Duty Laws: Legal framework governing directors' duties to act in the best interest of shareholders when approving and executing buyback programs

GAAP Standards: Accounting principles and financial reporting requirements for recording and disclosing stock buyback transactions

ERISA: Employee Retirement Income Security Act considerations if buyback affects employee stock ownership plans (ESOPs) or retirement plans

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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