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Share repurchase (or stock buyback) is the re-acquisition by a company of its own stock.〔(【引用サイトリンク】title=Share Repurchase Definition )〕 It represents a more flexible way (relative to dividends) of returning money to shareholders.〔Fernandes, Nuno. Finance for Executives: A Practical Guide for Managers. NPV Publishing, 2014, Chapter 8.〕 In most countries, a corporation can repurchase its own stock by distributing cash to existing shareholders in exchange for a fraction of the company's outstanding equity; that is, cash is exchanged for a reduction in the number of shares outstanding. The company either retires the repurchased shares or keeps them as treasury stock, available for re-issuance. Under US corporate law there are five primary methods of stock repurchase: open market, private negotiations, repurchase 'put' rights and two variants of self-tender repurchase: a fixed price tender offer and a Dutch auction. More than 95% of the buyback programs worldwide are through an open-market method,〔 whereby the company announces the buyback program, and then repurchases shares in the open market (stock exchange). In the late 20th and early 21st centuries, there was a sharp rise in the volume of share repurchases in the US: US$5 billion in 1980 rose to US$349 billion in 2005. Large share repurchases started later in Europe than in the US, but are nowadays a common practice around the world.〔For evidence of the increased use of share repurchases, see ''Bagwell, Laurie Simon and John Shoven'', "Cash Distributions to Shareholders" 1989, ''Journal of Economic Perspectives'', Vol. 3 No. 3, Summer, 129–140.〕 It is relatively easy for insiders to capture insider-trading like gains through the use of "open market repurchases". Such transactions are legal and generally encouraged by regulators through safe-harbours against insider trading liability.〔Michael Simkovic, ("The Effect of Enhanced Disclosure on Open Market Stock Repurchases" ), 6 Berkeley Bus. L.J. 96 (2009).〕〔Amedeo De Cesari, Susanne Espenlaub, Arif Khurshed and Michael Simkovic, ("The Effects of Ownership and Stock Liquidity on the Timing of Repurchase Transactions" ), 2010〕 U.S. Securities and Exchange Commission (SEC) rule 10b-18 sets requirements for stock repurchase in the United States.〔(【引用サイトリンク】title=Rule 10b-18 )〕 ==Purpose== Companies typically have two uses for profits. Firstly, some part of profits can be distributed to shareholders in the form of dividends or stock repurchases. The remainder, termed retained earnings, are kept inside the company and used for investing in the future of the company, if profitable ventures for reinvestment of retained earnings can be identified. However, sometimes companies may find that some or all of their retained earnings cannot be reinvested to produce acceptable returns. Share repurchases are an alternative to dividends. When a company repurchases its own shares, it reduces the number of shares held by the public. The reduction of the float,〔Investopedia, ''Float'', online available: http://www.investopedia.com/terms/f/float.asp (last accessed November 20, 2009).〕 or publicly traded shares, means that even if profits remain the same, the earnings per share increase. Repurchasing shares when a company's share price is undervalued benefits non-selling shareholders (frequently insiders) and extracts value from shareholders who sell. There is strong evidence that companies are able to profitably repurchase shares when the company is widely held by retail investors who are unsophisticated (e.g., small investors) and more likely to sell their shares to the company when those shares are undervalued.〔 By contrast, when the company is held primarily by insiders and institutional investors, who are more sophisticated, it is harder for companies to profitably repurchase shares.〔 Companies can also more readily repurchase shares at a profit when the stock is liquidly traded and the companies' activity is less likely to move the share price.〔 Financial markets are unable to accurately gauge the meaning of repurchase announcements, because companies will often announce repurchases and then fail to complete them.〔 Repurchase completion rates increased after companies were required to retroactively disclose their repurchase activity, the result of an effort to reduce the perceived or potential exploitation of public investors.〔 Normally, investors have more of an adverse reaction to dividend cuts than postponing or even abandoning the share buyback program. So, rather than pay out larger dividends during periods of excess profitability then having to reduce them during leaner times, companies prefer to pay out a conservative portion of their earnings, perhaps half, with the aim of maintaining an acceptable level of ''dividend cover''. Some evidence of this phenomenon for United States firms is provided by Alok Bhargava who found that higher dividend payments lower share repurchases though the converse is not true (Bhargava, 2010). Aside from paying out free cash flow, repurchases may also be used to signal and/or take advantage of undervaluation. If a firm's manager believes their firm's stock is currently trading below its intrinsic value they may consider repurchases. An open market repurchase, whereby no premium is paid on top of current market price, offers a potentially profitable investment for the manager. That is, they may repurchase the currently undervalued shares, wait for the market to correct the undervaluation whereby prices increase to the intrinsic value of the equity, and re issue them at a profit. Alternatively, they may undertake a fixed price tender offer, whereby a premium is often offered over current market price, sending a strong signal to the market that he believes the firms equity is undervalued, proven by the fact that he is willing to pay above market price to repurchase the shares. Company executive compensation is often affected by share buybacks. Part of their rewards may be tied to their ability to meet earnings per share targets. Moreover, all share buybacks enhance〔http://www.propershareschemeadjustment.com〕 the value of promised shares in their share incentive schemes. Bhargava (2013) reports that stock options exercised by top executives increase future share repurchases by US firms. Higher share repurchases, in turn, significantly lowered the research and development expenditures that are important for raising productivity. Further, increasing earnings per share does not equate to increases in shareholder value. This investment ratio is influenced by accounting policy choices and fails to take into account the cost of capital and future cash flows which are the determinants of shareholder value. Safeguards should be in place to ensure that decisions about share buybacks are not motivated by their effect on executive or managerial reward. Earnings per share targets need adjusting to take out the financial leveraging effect of the buyback and similarly share incentive schemes need adjusting 〔 to neutralize unwarranted enhancement. Share repurchases avoid the accumulation of excessive amounts of cash in the corporation. Companies with strong cash generation and limited needs for capital spending will accumulate cash on the balance sheet, which makes the company a more attractive target for takeover, since the cash can be used to pay down the debt incurred to carry out the acquisition. Anti-takeover strategies, therefore, often include maintaining a lean cash position and share repurchases bolster the stock price, making a takeover more expensive. 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「share repurchase」の詳細全文を読む スポンサード リンク
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