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ARTICLE · 03 MARCH 2010

SEC Proposes To Update Issuer-Repurchase Safe Harbor

There are a number of legitimate reasons for an issuer of publicly traded equity securities to repurchase those securities.

United StatesFinance and Banking

There are a number of legitimate reasons for an issuer of publicly traded equity securities to repurchase those securities. Issuers may, for example, believe that a stock repurchase program is preferable to paying dividends as a way to return investor capital; or issuers may desire to have additional shares available for employee stock ownership plans.

Alternatively, issuers may choose to reduce their outstanding capital stock after selling an operating division or subsidiary for cash. Investors may also benefit from issuer repurchases in the form of additional liquidity in the marketplace. Because issuer repurchases can affect the market price of its outstanding stock, however, an issuer may elect to repurchase its stock to artificially boost the stock price. Even where an issuer has a bona fide business purpose for repurchasing its stock, it may be subject to claims that it did so in a manipulative manner with the intention to boost the market price of the stock.

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