That is not entirely correct. These are the requi
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Posted On: 04/12/2018 10:57:51 AM
That is not entirely correct.
These are the requirements of a company repurchasing shares:
A company contemplating a share repurchase should, after consultation with outside counsel and other advisors, ensure that it has the authority to repurchase its shares and confirm whether it is subject to any limitations or restrictions on repurchasing shares. Companies should review:
1.) relevant law of its state of incorporation, including laws setting forth capital or surplus requirements to repurchase shares. For example, Section 160 of the Delaware General Corporation Law prohibits a corporation from purchasing its shares of capital stock when the purchase “would cause any impairment of the capital of the corporation”;
2.) its organizational documents, including its certificate of incorporation and bylaws;
3.) any agreements that may restrict or limit its ability to repurchase its securities. In particular, credit agreements, indentures, shareholder agreements, call spread transactions and other similar documents and transactions should be reviewed carefully (for example, such agreements may include a restricted payments covenant which limits the repurchase of common shares);
4.) any applicable requirements imposed by any stock exchange on which its shares are listed; and
5.) tax and accounting treatment of share repurchases.
In addition, a company may not make any share repurchases (or establish a plan under Rule 10b5-1 to do so in the future (as described below)) at a time when the company possesses material non-public information.
So, if the credit agreements that TPAC has with its creditors do not have restrictions against repurchasing shares with funds it has acquired then TPAC is free to do so subject to the approval of the board of directors.
The SEC has rules in place in Sections 9(a) and 10(b) that prohibit fraudulent and manipulative practices in connection with an issuer’s or “affiliated purchaser’s” purchase and sale of the issuer’s securities.
Rule 10b-18 provides a non-exclusive safe harbor against allegations of market manipulation under Sections 9(a)(2) and 10(b) of the Exchange Act and Rule 10b-5 under the Exchange Act solely by reason of the manner, timing, price and volume of the repurchases when the company’s repurchases are made in accordance with the conditions set forth in the rule.
These are the requirements of a company repurchasing shares:
A company contemplating a share repurchase should, after consultation with outside counsel and other advisors, ensure that it has the authority to repurchase its shares and confirm whether it is subject to any limitations or restrictions on repurchasing shares. Companies should review:
1.) relevant law of its state of incorporation, including laws setting forth capital or surplus requirements to repurchase shares. For example, Section 160 of the Delaware General Corporation Law prohibits a corporation from purchasing its shares of capital stock when the purchase “would cause any impairment of the capital of the corporation”;
2.) its organizational documents, including its certificate of incorporation and bylaws;
3.) any agreements that may restrict or limit its ability to repurchase its securities. In particular, credit agreements, indentures, shareholder agreements, call spread transactions and other similar documents and transactions should be reviewed carefully (for example, such agreements may include a restricted payments covenant which limits the repurchase of common shares);
4.) any applicable requirements imposed by any stock exchange on which its shares are listed; and
5.) tax and accounting treatment of share repurchases.
In addition, a company may not make any share repurchases (or establish a plan under Rule 10b5-1 to do so in the future (as described below)) at a time when the company possesses material non-public information.
So, if the credit agreements that TPAC has with its creditors do not have restrictions against repurchasing shares with funds it has acquired then TPAC is free to do so subject to the approval of the board of directors.
The SEC has rules in place in Sections 9(a) and 10(b) that prohibit fraudulent and manipulative practices in connection with an issuer’s or “affiliated purchaser’s” purchase and sale of the issuer’s securities.
Rule 10b-18 provides a non-exclusive safe harbor against allegations of market manipulation under Sections 9(a)(2) and 10(b) of the Exchange Act and Rule 10b-5 under the Exchange Act solely by reason of the manner, timing, price and volume of the repurchases when the company’s repurchases are made in accordance with the conditions set forth in the rule.
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