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Management Buyout Agreement Template for Netherlands

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Key Requirements PROMPT example:

Management Buyout Agreement

"I need a Management Buyout Agreement for a mid-sized manufacturing company in the Netherlands, where three senior managers are buying 100% of the shares, with completion planned for March 2025 and including an earn-out structure based on EBITDA targets for the following two years."

Document background
The Management Buyout Agreement is a crucial document used when a company's existing management team wishes to acquire ownership from current shareholders. This agreement, structured under Dutch law, encompasses all essential aspects of the transaction, including detailed purchase terms, warranties, and governance arrangements. It's particularly relevant when management seeks to take control of a business they understand well and believe they can grow independently. The document must comply with specific Dutch legal requirements, including Works Council consultation where applicable, and typically involves coordination with financing arrangements. The agreement serves multiple purposes: it transfers ownership, establishes new governance structures, protects both buyers' and sellers' interests, and sets out the framework for the company's future operation under management ownership.
Suggested Sections

1. Parties: Identification of the selling shareholders, purchasing management team, and the target company

2. Background: Context of the transaction, current ownership structure, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Sale and Purchase: Core transaction terms including shares/assets being sold and purchase price

5. Consideration: Details of payment structure, including any deferred consideration or earn-out mechanisms

6. Completion: Mechanics and requirements for closing the transaction

7. Pre-completion Obligations: Obligations of all parties between signing and completion

8. Warranties and Representations: Standard warranties from sellers regarding the business and shares

9. Limitations on Liability: Caps, thresholds, and time limits on warranty claims

10. Post-completion Obligations: Ongoing obligations after closing, including transition arrangements

11. Restrictive Covenants: Non-compete and non-solicitation provisions for selling shareholders

12. Confidentiality: Provisions regarding confidential information and announcements

13. Management Arrangements: New management structure and service agreements

14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. External Financing: Required when third-party financing is part of the transaction structure

2. Intellectual Property Rights: Detailed provisions when IP is a crucial asset of the business

3. Real Estate: Specific provisions when property transfers are involved

4. Employee Matters: Detailed provisions when significant employment arrangements need to be addressed

5. Tax Covenant: Specific tax indemnities and arrangements when tax risks are significant

6. Environmental Matters: Required for businesses with environmental risks or compliance requirements

7. Data Protection: Detailed provisions when personal data processing is a significant aspect

8. Earn-out Provisions: Detailed mechanics when part of consideration is performance-based

9. Minority Shareholder Rights: Required when some existing shareholders retain ownership

10. Group Restructuring: Required when pre-completion restructuring is needed

Suggested Schedules

1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries

2. Consideration Calculation: Detailed calculation of purchase price and adjustments

3. Completion Obligations: Detailed list of documents and actions required at completion

4. Warranties: Full set of warranties given by the sellers

5. Properties: Details of owned and leased properties

6. Intellectual Property: List of IP rights owned and licensed

7. Material Contracts: Summary of key business contracts

8. Employee Information: Details of key employees and their terms

9. New Service Agreements: Forms of new management service contracts

10. New Articles of Association: Proposed new articles for the target company

11. Shareholders Agreement: Agreement governing relationship between continuing shareholders

12. Disclosure Letter: Sellers' disclosures against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions













































Clauses









































Relevant Industries

Manufacturing

Technology

Professional Services

Retail

Healthcare

Industrial Services

Construction

Transport and Logistics

Food and Beverage

Media and Entertainment

Real Estate

Financial Services

Energy

Agriculture

Relevant Teams

Legal

Finance

Executive Management

Corporate Development

Human Resources

Operations

Company Secretariat

Risk Management

Compliance

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Managing Director

Finance Director

Operations Director

General Counsel

Legal Director

Company Secretary

Board Member

Senior Manager

Department Head

Business Unit Director

Division Manager

Corporate Development Director

Investment 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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