Share Repurchase Programs

Vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

Discussion

Prevalence of Stock Buybacks

The use of stock buyback programs increased greatly during the 1980s. The total proportion of total cash payout (dividends and repurchases) to shareholders from stock repurchases rose from 25 percent during 1983-1986 to 34 percent during 1987-1988.[1] Stock repurchases serve two main purposes which benefit shareholders. First, they serve as a more efficient vehicle for distributing cash to shareholders than paying dividends. Second, announcements of stock repurchase programs tend to result in increased returns to shareholders. One study found that such programs result in a two-percent excess return to shareholders.[2] Some argue that the reason for this phenomenon is that managers either believe their company's stock is undervalued or that management is acting on positive inside information. In addition, buybacks result in fewer shares on the open market, which causes an increase in price due to an improved supply-demand position.

Evaluating Share Buyback Proposals

A potential negative attribute of share repurchase programs is that they can be used to increase management's holdings in a given company and make a takeover more difficult to achieve. However, shareholders may find that the premium from a large buyback is enough to compensate for any adverse consequences from its antitakeover effect. Shareholders should also be wary of share repurchase programs that allow executives of the company to purchase shares with a small down payment and take a low-interest (or no-interest) loan from the company for the remainder of the cost.[3] Another downside of a share repurchase is that it may signal to the market that a company does not have more attractive alternatives for long-term capital investment such as acquisitions or equipment purchases.

"Dutch Auctions"

Although used less frequently, shareholders may also encounter "Dutch auctions." This novel buyback technique consists of an offer to shareholders by the company to repurchase a limited number of shares at a range of premium market prices. In essence, shareholders get to choose their premium. The catch is that when the company counts up all the offers tendered by shareholders, it will compute the lowest average price that will permit it to repurchase the number of desired shares. The company then fills the orders of the lowest bids until the share repurchase objective is achieved. Shareholders who bid too high are left out in the cold. However, all shareholders benefit to some extent whether or not they tender because the auction will generally move the stock price higher. Shareholders do not have to approve a Dutch auction; they merely decide whether or not to tender and at what price.

Notes

[1]

Robert Comment and Gregg A. Jarrell, "The Relative Signalling Power of Dutch-Auction and Fixed-Price Self-Tender Offers and Open-Market Share Repurchases," Journal of Finance, Vol. 46, No. 4, September 1991, p. 1245.

[2]

Robert Comment and Gregg A. Jarrell, "The Relative Signalling Power of Dutch-Auction and Fixed-Price Self-Tender Offers and Open-Market Share Repurchases," Journal of Finance, Vol. 46, No. 4, September 1991, p. 1270.

[3]

"The Henley Maneuver: It Helps the Rich Get Richer," Barron's, Vol. 68, No. 51, Dec. 19, 1988, pp. 16-17.


 
 

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