Shocking Theory Suggests That Companies Buy Low, Sell High When Trading Their Own Stocks

A thing I used to do was go to companies and try to convince them to do various exotic flavors of share repurchase. This is in outline a thing that all bankers try to do – go to companies and (1) try to get them to do things and (2) if that’s going well, upsell to exotic flavors of those things – but the share repurchase angle is a challenging one because companies are universally and irremediably bad at share repurchase and everyone knows it. There are so many studies and they all basically say “you are dopes, stop buying back shares, you always buy at peaks and then sell at troughs, please for the love of God stop.” This is not really surprising: executives are by nature confident types, for one thing, so it’s a rare CEO who declines to buy his own stock on the grounds that it’s overpriced; for another, buyers buy things when they have lots of cash and feel rich, and shares are cheap when the issuer is running out of money and feels poor, so when the buyer and the issuer are the same you’ve sort of autocorrelated yourself into shittiness.*

Or so I thought. There is however an alternative explanation for why companies buy back shares that I have been giggling over for the last hour, and it is: because their managers are actually good at market timing and are sneakily insider trading for their own account through the corporation. Or so says Harvard Law professor Jesse Fried:

Not surprisingly, insiders use control of the firm to engage in indirect insider trading. Insiders acknowledge using repurchases to buy stock they believe to be underpriced and equity issuances to sell stock they believe to be overpriced. There is also a substantial body of empirical work in the finance literature documenting that repurchases and equity issuances are frequently driven by insiders’ desire to indirectly buy stock at a low price or sell stock at a high price.

Such indirect insider trading is likely to impose considerable costs on public investors in two ways. First, just like ordinary (“direct”) insider trading, indirect insider trading secretly redistributes value from public investors to insiders. To be sure, much of the indirect insider trading profits generated by firms are shared with public investors. But on average, public investors lose, and insiders systematically profit — to the tune of several billion dollars per year.

The theory is that (1) insiders make companies buy undervalued stocks, (2) that transfers wealth from public shareholders (who sell stocks that are undervalued by $X) to the insiders (who own on average 20% of the companies) as well as other public shareholders (who own the other 80%), and (3) therefore companies should disclose their purchases within two days, as insiders do, so that transfer of wealth won’t happen.

Like I said, I giggled over this for a while, since my impression was that companies tend to buy mostly overvalued stocks, in which case this theory would imply that such repurchases are actually a transfer of wealth from insiders (and other public shareholders!) to public shareholders with enough sense to sell into a share repurchase, so, yay? But actually the evidence is mixed-ish so my giggling was childish and stupid and you should believe what you want, though I’ll be sticking with my opinion until the moment I go back to flogging corporate share repurchases.**

I enjoyed Fried’s paper not only because it’s heartwarming to see someone who thinks that corporate insiders are competent at capital management but also because it rubs uncomfortably against two of my little conceptual obsessions. One is: when is your own intention to buy stock material nonpublic information, and when are you restricted from trading on it? We talked about one version of that question last week – a debate between activists and corporate interests over how much freedom activists should have to secretly build stakes in companies – and I mentioned then that corporations generally need to disclose their own intentions to buy back shares, so no one will be blindsided, and that that’s kind of weird because the only material nonpublic information there is their own intention.

But Fried comes from the other direction: he thinks that those disclosures – which, as he says, are pretty vague and don’t need to disclose anything particularly useful about size and timing of buybacks – are insufficient to give public holders a heads-up that their managers will be buying their stock because they think, in their wisdom or lack thereof, that it’s undervalued. And since he hypothesizes that buyback decisions are actually driven by management’s actual consideration of actual material information – not just their own desire to buy stock but actual information about the company’s prospects that they know and no one else does – then the real-time specific disclosure of that information is a good way to keep public shareholders informed and prevent insider trading.

Is that true? I dunno. In theory companies are supposed to disclose all their material nonpublic information before buying stock, though in practice the project-that-is-a-glimmer-in-the-CEO’s eye is never disclosed but may in hindsight look material. But you could extend that theory: if Bill Ackman is buying a big stake in J.C. Penney, he probably knows something that you don’t, something other than “I like J.C. Penney for no reason at all,” so why not make him disclose earlier and oftener? If your rule is “everyone who might know something needs to disclose all their trading,” that is a way stricter insider trading regime than we have now, and one with uncomfortable consequences for capital allocation.

My other little obsession is: if you’re a believer, as most people are, that corporations should be managed for the benefit of shareholders, what is a “shareholder”? If you’re the sort of fair-weather shareholder who sells out when the company’s buying – should the company be managing for your benefit? Or should the company be punching you in the face as much as is consistent with the letter of the law, in order to maximize value for the shareholders who stick around?*** (There is also the opposite question: if the company is selling shares, what are your duties to existing versus future shareholders? This is of interest perhaps to venture-backed tech IPO candidates thinking about lockups, for instance.)

If the answer is “management should work for shareholders, both those who want to stay and those who want to sell” – then isn’t that weird? Doesn’t that imply that the company should only buy back stock when it’s exactly correctly valued? (Or, equivalently, that it should never buy back stock, and just pay dividends when it has extra cash lying around?) If on the other hand the answer is “management should work for the company, and maximize the value of the enterprise,” then that implies that you do whatever you legally can to buy stock cheap from non-believing shareholders. That sounds a little more palatable to me.

Insider Trading via the Corporation [Harvard Law and SSRN]

* NEEDLESS TO SAY through my own diligent efforts and insights, as well as the cyclical timing quirk of stocks now being higher than they were at basically any point in my Wall Street career, all of my share repurchase programs worked out swimmingly, he said without checking.

** Here is where I casually Google the evidence and then present it in a biased way. There’s this McKinsey study that found that only 31% of buybacks from 2004 to 2010 earned a positive return. There’s this Fortuna Advisors claim that “Over the last decade, in fact, companies that spent the most on repurchases had a total shareholder return of 37 percent versus 127 percent for companies that spent the least.” There’s this Thomson Reuters study of S&P 500 companies that “found that repurchases were weakly to moderately negatively correlated with future returns” (and that is the source of the chart above). Also Warren Buffett agrees with me.

On the other hand, Fried’s paper cites a previous paper of his, which says “Recent studies have found that firms announcing repurchase programs and then repurchasing shares within the first year exhibit cumulative abnormal returns of 20% to 25% in the four years following the announcement,” based on a study looking at buybacks from 1980 to 1996. So maybe things have just changed? (See this paper, which finds a ton of buybacks right after the 1987 crash: different times, man, no one was buying back stock in 2008. I guess: volatile markets are good for timing efforts, end-of-the-world-hoard-your-cash volatile markets are bad.) Or maybe the time frame is the difference: companies are terrible market timers, but a company doing a buyback today is more likely to be in good shape in 4 years than one not doing a buyback today? If so … I mean, do you call that insider trading?

*** Again, I think Warren Buffett is quotable here:

There is only one combination of facts that makes it advisable for a company to repurchase its shares: First, the company has available funds — cash plus sensible borrowing capacity — beyond the near-term needs of the business and, second, finds its stock selling in the market below its intrinsic value, conservatively-calculated. To this we add a caveat: Shareholders should have been supplied all the information they need for estimating that value. Otherwise, insiders could take advantage of their uninformed partners and buy out their interests at a fraction of true worth.

In other words: don’t trick the sellers, but if they’re willing to sell below intrinsic value, go ahead and buy, you don’t owe them anything but honesty.

(hidden for your protection)
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97 Responses to “Shocking Theory Suggests That Companies Buy Low, Sell High When Trading Their Own Stocks”

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  2. GeezerOilTrader says:

    Hey! That was a good article! Way better than this one by me:

    "Dodd-Frank compliance efforts today work like like a giant cock ring. Here's why":

    Ever notice how when you finish giving a pint of blood during a company blood drive, the blood bank people have you hold gauze pad over the hole in your vein while they wrap a gauze bandage that sticks to itself around your arm? And you've got to leave it on there real tight for 2 hours. Well when you try to take it off you have to "roll" it down your arm towards your wrist. In so doing that bandage rolls down and begins to look like a giant, flesh colored cock ring. (I save them and keep them in my car's glove box.) Well, that made me think to myself, "This Dodd-Frank compliance BULLSHIT is a lot like a giant cock ring holding the lifeblood of our trading unit HOSTAGE within and until a long and drawn out audit/compliance/"process" is determined and followed by yours truly and the rest of our team of trained energy marketing and trading professionals. I will admit that Sar-Box wasn't enough and Dodd-Frank is probably too much. They should join the two together as a "Frank-Box" but that sounds dirty and I'm not going to be called into HR anymore for such implied language. So, once again, fucking ACCOUNTING FIRMS are ruining the energy trading business. Mysteriously and overnight, like seeing a blister on a dick for the first time after a Mexican dove hunt, these accounting fuckheads suddenly know every fucking thing there is to know about Dodd-Frank and they want to see all all our financial management bullshit — swaps, etc –which I might fucking remind you "WEREN'T AROUND IN THE FUCKING 1980s" when real men traded fucking crude oil and not all these fucking computers and gelled haired, designer stubbled pootknockers with a "model" combined with those fucking iPad hugging quantards who know and giggle out the square root of 4761 if someone is dumb enough to ask. GODDAMMIT, the only time you heard "SWAP" in the 80s was when you were popping the tittie bar dancers in the ass with a wet towel at the suite at the Hilton after the Railroad Commission Crude Oil Cocktail Party each month. That is, if the fucking dispatcher for Apco was in good stead with them. Anyway, don't be a fucking pussy and give some blood when its needed. And never try to shave an image of the State of Oklahoma into your underarm hair on a bet. Like the oil trader said about the old Ploesti hooker, "I'd rather not get into that right now…"

  3. Autocorrelation tool says:

    Say what you will but "you’ve sort of autocorrelated yourself into shittiness.*" is something I plan on working in to as many conversations as possible going forward.

  4. Baker and Wurgler says:

    I'd like to see an actual empirical test of the assertions in this paper. This could involve looking at the correlation between insider ownership and the corporation's financial actions. (the best way to do this would probably be to split this into something like aggregate buying/selling per quarter or some other suitable time period.) If we saw some correlation, such as insiders holding a larger share of the company when the transaction is announced, we could actually attribute the actions of the company as enriching insiders instead of just being for the best of the company.

  5. 25thHourTrader says:

    "If Bill Ackman is buying a big stake in J.C. Penney, he probably knows something that you don’t"

    TPG lost $2 billion in WAMU and I'm sure they "knew" something we didn't.

    -Trader who would like to point out the obvious that large investors could structure their investment to protect their downside (i.e. Buffet during 2008) which an individual investor wouldn't enjoy if they simply piggy backed and bought the common, the company could tell them to kick rocks (i.e. TGT to Ackman) or they could simply have bad timing.

  6. comment says:

    "….so when the buyer and the issuer are the same you’ve sort of autocorrelated yourself into shittiness" – fucking genius writing.

  7. Guest says:

    No joke I enjoyed the philosophical aspect of this questioning the duty corporations owe to the public

  8. Guest2 says:

    this is old old old news in finance. check out for example M. Baker and J. Wurgler, "Market Timing and Capital Structure," Journal of Finance (2002); D. Jenter, "Market Timing and Managerial Portfolio Decisions" in the Journal of Finance (2005). Your post is entertaining because it shows how charmingly isolated law school professors are in their own backwater.

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  10. Duncan says:

    Or possibly insiders get companies to buy overpriced stock from insiders, then issue underpriced stock to insiders…

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  77. elias valto says:

    Ahh, shocking indeed, it's not like that wasn't the main goal everybody would be aiming for – buy low & sell high. Easier said than done though, listening to Warren might help though – he is surely the greatest and he's been doing pretty good the past 60+ years.