> Everyone hates stock buybacks, but they’re economically very similar to dividends, and seem like a reasonable way for a fading company to return cash to shareholders.

consider the passive investor who just Buys and Holds. three alternate timelines:

1) company pays dividends for 5 years and goes bust with a balance sheet of zero.

2) company sells off its assets over 5 years and dissolves.

3) company does share buybacks for five years and goes bust.

in 1) and 2) the passive investor receives the same value as any other shareholder. in 3) the passive investor receives $0 and the value accrues exclusively to those shareholders who sold before the end.

the combination or buyback + predictable bankruptcy makes sense only if you’re a shareholder close to the company seeking to maximize your own distribution. putting “right” and “wrong” aside, this pattern should at least make you more wary of being a passive investor, generally.

Nobody owes passive investors money. It is an investment strategy that many people take, and like any strategy it can be exploited. If you buy stock and don't look at how the company you own is doing, then you deserve to lose your money. Nobody lied here. Everything was done right out in the open.

in whichever branch of the multiverse has alternate me by some bizarre chance hosting you at a dinner party, remember to not take off your shoes. alternate me will meet you in your own ethical framework and confiscate them for himself when you're not paying attention.

If you include: "Oh, btw, if you take off your shoes, I'm keeping them" on the party invite, and follow up with quarterly updates that you're going to be taking everyone's shoes, it would be my own fault for going, wouldn't it?

Most passive investors nowadays are investing in index funds. In that case all three of your investors receive equivalent return as the index rebalances away from the failing company.

the impact is lessened, sure, but i shouldn't think the returns would be identical. the raiders try to sell their shares while the price is buoyed by the buyback program. the index funds wouldn't rebalance during that time because of that price buoy. at the point the buoy weakens, those index funds are stuck selling into the decline. a simplistic model with instant rebalancing and infinite liquidity would put their returns near half.

> return cash to shareholders

I think the highlight here is that the buybacks were funded by debt. They're not "returning" anything.

Actually it’s not okay. You’re basically making money for investors who are “in on it” at the moment at the expense of future investors and other large investors who are just in the stock as a result of big fund diversification. My retirement money could be funding the sleazy stock sales from the insiders while they sell out the company.

It’s changing the capital structure from equity based to debt based.

Effectively it’s a change in ownership from stock holders to bond holders. Indeed it’s a sensible move if you are in a non-growth industry with stable and predictable cashflows - this is often how utility companies were financed.

It’s arguable that that was the intent of Bust Out 1.

When interest rates are low, a rational corporation will want to be funded in large part by debt.

Borrowing money to buy back stock is the opposite of funding: it's de-funding. It's the acquisition of liabilities with no offsetting acquisition of assets or future cash flows.

From an accounting standpoint it's funding-neutral: you assume a debt liability with offsetting reduction of the equity liability. This makes the return on invested capital larger, since the same profits get divided over less shares. The investors to whom the capital was returned can then invest that capital somewhere else.

It does make the company more vulnerable to economic downturns of course, since debt comes with mandatory payments that equity doesn't have. But making the tradeoff between larger profits and larger stability is what the investors hired managers for. If they don't like the tradeoffs being made, they should get different management or sell their stake in the poorly run business.

What gets me here is that bust out 1 happened after one bad holiday season to a company that was doing great the previous year. Another company in New Jersey (Toys R Us) had a similar one mistake year and ended up owned by Bain Capital -- the people who profited from the bust out weren't even part of company. Why is it that retail companies only get one strike before their stocks are pillaged leaving them crippled? Is there another market as ruthless as this?

You are looking at only two companies, not a representative sample of retailers. ANF, for example, has multiple "strikes" but they're still around. Retailers only become vulnerable to takeovers when investors lose confidence in management's competence. All other industries are equally ruthless.

In general the US still has a surplus of retail space. There will probably be more major bankruptcies in the next few years, which is fine. Let them die and more innovative companies will take their place.

Stocks and bonds (or loans) are both liabilities. Only difference is priority. Lenders have priority over shareholders in the event of a liquidation. If you own stock in a company and they're shifting from being funded by capital to being funded by debt, it mostly shouldn't matter unless they're going bankrupt, and in this case they clearly were headed that way and stockholders should have sold.

In some sense _the entire reason that companies exist_ is so that shareholders can at some point extract some money from the company and there's only two ways to do that -- either through dividends or growth. BB was (at best) clearly no longer a growth company, and stock buybacks are just dividends in disguise. They're a strong signal that you should be cashing out at least some of of your position as a stock holder while you can.

So what? It's just a change in capital structure. Most corporations are funded by a mix of equity and debt. On average, taking on some debt boosts shareholder returns despite the increased risk of bankruptcy.

> On average, taking on some debt boosts shareholder returns despite the increased risk of bankruptcy.

Define "shareholder".

The day trader? The hedge fund who wants a position for a few weeks/months? The pension fund that would like regular cash flow? The person with a retirement account that is dollar cost averaging into the market over a period of decades?

See "investor heterogeneity".

Yes, boost shareholder return, but on what timescale?

All timescales.

Long-term Bed Bath shareholders lost everything. Evidently their returns were not boosted by the buybacks.

On average having some level of debt boosts shareholder returns. It does increase the risk of bankruptcy, but usually it's a net win. Smart shareholders are diversified so that the bankruptcy of any single company in their portfolio has minimal impact.

More interesting that debt to equity ratio, is what is done with the capital that is raised by either mechanism. Is it possible for investment into operations, marketing or strategic expansion or reduction to improve shareholder returns? Does CEO compensation that is well into the hundred million dollar range for performance that isn’t remarkable typically boost shareholder returns? These are questions that I think are more interesting to people running and governing companies. Even to CFOs which all know in their sleep the first year MBA financial engineering tricks of CAPM, WACC, and leverage to determine optimal capital structure. The attitude conveyed in your last sentence should be a large red flog to a competent and attentive Board or share holder. First, it is of no concern to the management how much I am or am not diversified- management’s job is to optimally run a company, not my portfolio. Second, leveraging up a compsny in low interest rate times is likely largely increases systemic risk to the share holders which, according to Markowitz’s modern portfolio theory, is not reduced by diversification versus idiosyncratic risk, which is.

> be funded in large part by debt.

All that debt went to stock buybacks so how is the company in this case being "funded" by the debt?

For an individual, perhaps. Even there some exceptions can be found though: taking on a mortgage to buy a house can be the right decision even though you could keep on renting and don't technically need to take on the debt.

For a business it gets much muddier: do they "need" to take on debt if it makes them more competitive in the market? A company with a well optimized capital structure containing both debt and equity can be much more profitable than a company without, and can use those extra profits to out-compete companies that are less efficient.

As long as corporate finance has existed, the fundamental question, indeed the only question is what is the optimal capital structure for the firm.

If you acknowledge that the company was doomed anyway in 2014 (which I don't think mgmt believed) then the proper solution would have been to find a buyer rather than 5 years of buybacks. And personally I don't think it was a foregone conclusion that the end would come 9 years later.

Borrowing money and turning it over to shareholders via buybacks and the destroying the debt with bankruptcy is obviously better serving the shareholder's interests.

Not sure what standard for “proper” you are using, or how you expect it to be a norm in a basically-capitalist economy.

> standard for “proper”

The board is fiscally responsible to the company and its future, not shareholders. It should not have approved a buyback program funded with debt because it is not in the best interest of the company. It was in the best interest of current shareholders.

The board represents the shareholders, the management represents the company.

The board absolutely has to care about shareholders or shares would be entirely worthless... and therefore not a good avenue to finance the company at a lower cost than bonds.

It's a delicate balance but you cant blame a board for saving their shareholders, that's why we pay them as owners of the business.

I don't see the distinction. What sbest for shareholders may well not be best for the employees of the company... but that's just how it is. Companies are run to benefit the capital that funded them, employees are just an expense.

Read up on “fiduciary responsibility”. It has nothing to do with “employees of the company” or “to the benefit of the capital that funded them.”

Fiduciary responsibility is every board member’s responsibility and is legally binding (documents are signed stating as such when one becomes a board member). There are probably law suits pending against board members because they broke this responsibility.

> Fiduciary responsibility is every board member’s responsibility and is legally binding

Fiduciaries are entrusted by a third party. The third party, for corporate boards, is the shareholders.

Boards aren't obligated to maximize profits; that's a myth. But they do have a fiduciary responsibility to the shareholders. It's their company.