{"title":"The Next, Great, Corporate Scandal: Potential Liability of Corporations Engaged in Open Market, 10b-18 Buybacks; a Minority View; Case Histories; Summary of Published Studies; Direction of Future Research","authors":"M. Gumport","doi":"10.2139/SSRN.927111","DOIUrl":"https://doi.org/10.2139/SSRN.927111","url":null,"abstract":"Abstract: In 2006, U.S. corporate stock buybacks by S&P 500 companies are expected to exceed $400 billion with 95% conducted through \"open market\" transactions. Buybacks now account for nearly 70% of corporate cash distributions, squeezing dividend growth. The growth, size and method of execution of buybacks have attracted the attention of academics and practitioners, and consensus on buyback governance risk is shifting. Financial studies indicate buybacks in the 1960's signaled improved future operating results and undervaluation, later were used to optimize capital structure, but now largely are offsets to executive options. The link of buybacks to option grants underscores the potential for governance review. Legal studies debate the propriety of buybacks, and litigators consider the potential for liability to attach to buybacks. Drafters of 10b-18 (buyback safe harbor) report no significant enforcement activity against firms engaged in stock buybacks, but, with governance consensus in flux, and with U.S. buyback regulations among the world's least restrictive, buyback programs should be reevaluated to assure conformance to changing standards of best practices.","PeriodicalId":409578,"journal":{"name":"Tuck Contemporary Corporate Governance Issues","volume":"2 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2006-09-07","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"132780803","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"Tuck-Jfqa Contemporary Corporate Governance Issues Ii: International Corporate Governance Conference Program, July 12-13, 2002","authors":"B. Eckbo","doi":"10.2139/SSRN.323902","DOIUrl":"https://doi.org/10.2139/SSRN.323902","url":null,"abstract":"Program of Tuck-JFQA Contemporary Corporate Governance Issues II: International Corporate Governance Conference. The conference was held July 12-13, 2002 at Tuck School of Business at Dartmouth, Hanover, NH. Conference sponsored by Tuck and The Journal of Financial and Quantitative Analysis.","PeriodicalId":409578,"journal":{"name":"Tuck Contemporary Corporate Governance Issues","volume":"31 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2002-08-15","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"127574031","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}
{"title":"How Much Value Can Blockholders Tunnel? Evidence from the Bulgarian Mass Privatization Auctions","authors":"V. Atanasov","doi":"10.2139/ssrn.283601","DOIUrl":"https://doi.org/10.2139/ssrn.283601","url":null,"abstract":"This study examines the emergence of the Bulgarian stock market and the role of controlling blockholders. A new approach using mass privatization auction data measures the premium for control and demonstrates that, in the absence of legal constraints, majority owners extract more than 85% of firm value as private benefits of control. Institutional investors form portfolios of predominantly controlling positions or participate in majority coalitions. Ownership stakes cluster at 51%. After the privatized companies begin trading on the Bulgarian Stock Exchange, majority-owned firms trade at 40-60% discounts. Overall, the results support the Fama and Jensen (1983) view that majority-owned firms cannot persist as publicly traded corporations if the expropriating activities of controlling blockholders are not legally restricted.","PeriodicalId":409578,"journal":{"name":"Tuck Contemporary Corporate Governance Issues","volume":"6 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2002-04-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115911147","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}