Monday, October 16, 2006 9:09:45 PM
SEC Rule 10b-18 ("Safe Harbor" for Issuer Repurchases)
You can study the whole Rule here:
http://www.sec.gov/divisions/marketreg/r10b18faq0504.htm
Or a simple explanation follows:
SEC Rules regarding stock buybacks
"The company itself is covered by the SEC rules that prohibit insider trading in a public corporation’s stock. A corporation may not repurchase its own stock before any material inside information is reported to the public; a company should announce the decision to buy back stock before commencing actual purchases.
The SEC’s complex section 240.10b-18, referred to as Rule 10b-18, is generally regarded as the safe harbor for stock buybacks, although it does not provide absolute protection from litigation. Highlights of Rule 10b-18, which also provides various exceptions and traps, include the following:
Time. A corporation generally may not perform the opening trade on any day and may not trade during the 30 minutes before the market closes. The same restrictions apply to any affiliated purchasers, such as advisors involved in the decision to buy back stock.
Volume. During any one day, a corporation generally may not buy more stock than the larger of one round lot (generally 100 shares) or the number of round lots nearest to equaling 25% of the stock’s average daily trading volume for the four calendar weeks preceding the start of the buyback program.
Block purchases, which may be privately negotiated outside of the market, typically are not subject to the volume restriction if each block--
has a purchase price of at least $50,000 including at least 5,000 shares,
has a purchase price of at least $200,000, or
includes 2,000 shares (20 round lots) or more and is at least 150% of the stock’s average trading volume for the four calendar weeks preceding the buyback period.
Price. A corporation generally may not reacquire its stock with a purchase price or bid that exceeds the greater of the highest current independent bid quotation or the last independent sale price. Affiliated purchasers are bound to the same ceiling.
Broker or dealer. Only one broker or dealer may be employed on any one day to buy stock or make bids for the corporation and any affiliated purchasers."
http://www.nysscpa.org/cpajournal/2000/0800/dept/d85600a.htm
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