Shareholder/Option Holder Profit Splits on Stock Buybacks as a Measure of Liability (#10) - Summary of 11 Case Studies (AMAT, CSCO, CY, INTC, NSM, NVDA, ORCL, SNPS, SYMC, TXN, XLNX)
M. A. Gumport
The rapid growth of corporate stock repurchase programs raises questions pertaining to fiduciary responsibility for which the courts likely will be the ultimate arbiters. In the interim, some aspects of corporate liability can be gauged.
For instance, if a company issues options equal to 25% of outstanding shares, then, in theory, shareholders/option holders "contract" to split future stock profits 80/20. Dividends, however, escape the contract and are paid exclusively to shareholders. To "solve" the dividend "dilemma", corporations favor buybacks. Yet, buybacks tilt returns, too, but in favor of option holders. Measurement of the degree to which buybacks "break" the contract by delivering benefits skewed to option holders is one quantitative gauge of potential liability.
In 11 case studies of companies that conduct $90.6 billion of buybacks in 2004-2007, the average company has an option plan that suggests shareholders and option holders will split future equity value growth 85/15 in favor of shareholders. However, the split from buyback benefits actually is 43/57 in favor of option holders. The 42 point "excess return" to option holders on average amounts to $1.013 billion per company. It is equivalent to a cost per share of 2.2% borne by shareholders. The capitalized cost to shareholders of the "excess return" to option holders from buybacks equals 13.7% of the average company's current stock price and is akin to a dividend paid by stockholders to option holders. Whether the skewed division of buyback profits is fair and reasonable depends upon the particular circumstances of each company.
Number of Pages in PDF File: 20
Keywords: CY, NSM, Synopsys, SNPS, Cisco, CSCO, Xilinx, Applied Materials, AMAT, Symantec, Symc, Oracle, ORCL, TI, TXN, Intel, INTC, NVDA, corporate liability, stock buyback, stock repurchase, share buyback, share repurchase, option compensation, governance, payout, dividend, 10b5-1, 10b-18, capital structure
JEL Classification: G3, G30, G32, G35working papers series
Date posted: July 21, 2007 ; Last revised: April 21, 2009
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