© 2000 John Petroff 

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1)- Stock retirement

In the United States, as in most countries, a corporation is not allowed to trade in its own stock for the purpose of manipulating or influencing its price. But it is allowed to buy its own stock if there is a legitimate purpose such as
- paying a stock dividend
- exercising stock options given to key executives
- allowing employee stock purchase plans and profit sharing
- acquiring another company in exchange of own stock
- fending off an unwanted take-over bid
- selling existing shares rather than new shares in exercise of warrants or conversion rights
- increasing debt by reducing equity
- retiring a portion of stock


Obviously, none of these is a source of capital but a reduction of capital. None of these purposes should be of great concern except the last two. Retiring stock is usually viewed negatively by investors because it is a message that management cannot find new profitable projects to undertake. Replacing equity by debt is naturally the very essence of financial leverage. To the extent that the company may have been substantially unleveraged before, the replacement would be appropriate.

See review questions Q-12G1.1 and Q-12G1.2.

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Last modified: Jun/01/01
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