The stipulation that companies must compulsorily spend 50 per cent of the amount earmarked for buyback is harsh in the face of superior alternatives.
The revised regulatory architecture that the Securities and Exchange Board of India (SEBI) seeks to put in place for share buyback programmes may end up doing more harm than good to ordinary investors. No doubt, the recent experience has confirmed the view that corporate announcements of a buyback have led to unnecessary speculative pressure building up in a stock instead of a quick alignment of the market price to what the company believes is its intrinsic worth. In its bid to clamp down on errant companies that push up their stock prices by announcing buyback offers, but do little by way of actual purchase, the stock market regulator could be doing a disservice to companies that genuinely wish to use this route to align stock price to fundamental value or return surplus cash to shareholders. It has mandated that at least 50 per cent of the offered quantity should be bought back, failing which the companies will have to bear a monetary penalty. This requirement ignores the possibility that a share price might well get corrected in the market place without the company having to spend the mandated 50 per cent of the sum earmarked for this purpose. Forcing a company to resort to market operations or face a punitive levy is only going to result in it frittering away its resources to the detriment of all shareholders. The restraint on companies resorting to share buyback programmes from accessing the market to raise fresh resources is harsh as it forecloses the opportunity to acquire new businesses or expand into new areas.
SEBI would do better by tweaking the existing regulations to force companies to set a basic price and operate within a price band. They must be made to either buy or sell shares — buy when the market price breaches a lower limit or sell at the upper limit so that the price stays reasonably close to what the companies believe their shares are intrinsically worth. This would require SEBI to liberalise its current stipulation that companies compulsorily extinguish treasury stocks acquired under a buyback programme. These shares can be offloaded in the market to stabilise the share price when it breaches the upper limit. The process will have to be sustained till the amount earmarked for the buyback is exhausted or until the completion of the buyback period, whichever is earlier.
There are other welcome initiatives in the latest announcement on share buybacks. The requirement that a quarter of the offered amount be moved to an escrow account and that promoters should not deal in the shares of the company during the offer period will help weed out token offers made with the sole intent of jacking up stock price. Reducing the maximum buyback period from one year to six months, easing disclosure requirements, and spelling out the time for extinguishing shares are the other welcome changes.
(This article was published on June 27, 2013)