If the sale also constitutes a transfer of all or more of the assets of the holding company, the shareholders of the holding company must also give their consent to the transaction by a special decision. o The desinvestor (together with any person related to that investor) holds at least 50% of the shares or voting rights in the offeree company; or o If no other person (together with a related person holds the majority voting rights in the target company), the investor (with a related person in respect of that investor) holds at least 20% of the shares or voting rights in the target company. As discussed below, share repurchase and subscription agreements of corporate shareholders are sometimes used as a more “tax” way to divest their stakes in companies. Similarly, low-value transactions may have several unintended consequences, such as a mandatory offer, as provided for in the above-mentioned proposal. The structuring of these transactions must be carefully planned and usually requires the input of the legal and financial teams. There is no doubt that these provisions will be modified over time, as more variations in these transactions will be developed by consultants and will eventually be taken into account by the tax authorities and the National Ministry of Finance. Commercially, there is still a place for share buybacks, such as minority buybacks, and these can be effectively tax-structured in the current tax, despite cumbersome anti-avoidance provisions. (a) a company purchases shares from one or more shareholders on the day or after the publication of this notice for a total amount of more than EUR 10 million. return; and (b) the entity has issued or is to issue shares within twelve months from the date of conclusion of this Agreement or the date of redemption under this Agreement. In this article, we discuss some of the important aspects that should be considered when drawing up a share repurchase agreement. Knowledge of your clients and related parties is essential to the design of share repurchase agreements. For example, low-value transactions between SMEs may also trigger a mandatory offer or, in one way or another, require shareholder agreement. It is important to understand that there is no longer a focus on how the dividend is financed or whether there is also a subscription for the shares.
If the transaction represents the disposal of all or a large part of the seller`s assets as provided above, it is also important to check whether 10% or more of the securities issued by the seller in the 24 months immediately preceding the date of a given transaction or offer (the value of the transferred shares is not relevant). . . .