Publications

Rethinking Share Repurchases

Year of Publication: 2021
Month of Publication: 4
Author(s): Hans Tjio
Research Area(s): Regulation
Journal Name: Capital Markets Law Journal
Volume Number: 16
Issue Number: 2
Abstract:

Share buybacks have been widely used around the world for a long time now. This was once seen as a form of market abuse in the US. A recent Singapore decision suggested that buybacks to counter a short-selling attack may constitute market manipulation although the Court of Appeal affirmed the decision on the basis that corporate law requirements for a buyback were not met. But those requirements have been liberalized over the past 30 years or so although a line should be drawn in the sand with the need for a solvency statement where a repurchase is out of capital. The proper purpose rule, which applies to changes of capital and requires fair treatment of shareholders and creditors, should also apply to share repurchases to only allow buybacks when the company has no need for financing taking into account all possible exigencies. The repurchase price should also be the lowest possible as is the case for normal buyers of shares.

Scroll to Top