Buybacks
are, in most cases, a mechanism for management to enrich themselves at the
expense of long-term shareholders while presenting the exercise as capital
discipline. The fact that regulators
have permitted this does not make it acceptable. The fact that it is widespread does not make
it honest.
What a Buyback Does
When
a company buys back its own shares, it deploys corporate cash — cash that
belongs to all shareholders — to purchase shares in the open market. The shares purchased are typically retired,
reducing the share count and inflating earnings per share without any
improvement in the underlying business. No
additional product sold, no margin improvement, no additional dollar of profit
generated. The EPS rises because the
denominator shrank. The business is
identical to what it was before. The
management team, whose compensation is tied to EPS targets, has just awarded
itself a pay rise funded by the company’s own cash.
The
S&P 500 companies spent US$922 billion on share buybacks in 2023 and US$790
billion in 2024. Over the decade from
2013 to 2023, S&P 500 companies returned US$6.3 trillion to shareholders
through buybacks — more than they spent on capital expenditure and research and
development combined. The American
economy’s infrastructure crumbled, its workforce productivity stagnated, and
its manufacturing base hollowed out while its largest corporations spent their
cash engineering their own share prices upward.
This is not capital allocation.
It is financial cosmetics.
The US Case: Boeing
Boeing
Company provides the most comprehensively documented case study in the
destructive potential of buyback-driven capital allocation. Between 2013 and 2019, Boeing spent US$43
billion repurchasing its own shares.
This programme was funded partly through debt issuance — the company
borrowed money to buy back its own stock.
Over the same period, Boeing cut 12,000 engineering jobs, outsourced
critical engineering functions to suppliers with inadequate oversight, and
deferred the development investment that an aviation manufacturer at the
frontier of technology requires.
The
737 MAX entered service in 2017. Its
Manoeuvring Characteristics Augmentation System — a flight control software
modification designed to compensate for an aerodynamic characteristic
introduced by a heavier engine — failed in two successive crashes, killing 346
people. The subsequent investigation
identified systematic failures in Boeing’s engineering culture, safety
oversight, and the relationship between its engineering and production
functions.
The
Federal Aviation Administration, the Department of Justice, and multiple
congressional investigations documented that Boeing had prioritised cost
reduction and schedule pressure over the engineering rigour that its products
require. The connection between the
buyback-driven capital allocation and the degradation of engineering culture is
not direct — correlation is not causation — but the coincidence of a US$43
billion buyback programme and a catastrophic engineering failure in the same
decade at the same company, after the same cost-cutting exercises, is not one
that responsible governance should dismiss.
Boeing’s
share price, which reached US$440 in March 2019 just before the second crash
grounded the fleet, traded at US$165 in October 2026. The US$43 billion spent buying back shares at
elevated prices destroyed shareholder value.
The capital deployed on engineering investment and workforce development
would not have.
The Indonesia Case: State-Owned Enterprises and the Buyback Pressure
Indonesia’s
state-owned enterprises — Bank Rakyat Indonesia Tbk, Bank Mandiri Tbk, Telkom
Indonesia Tbk — have faced recurring pressure from the government, as
controlling shareholder, and from institutional investors to deploy surplus
capital. The buyback versus dividend
debate in the Indonesian context is complicated by the government’s dual role
as shareholder and policy actor.
Bank
Rakyat Indonesia conducted a buyback programme in 2020 and 2021 totalling Rp3 trillion — deployed during a period when the bank’s
non-performing loan ratio was rising, and its micro-lending portfolio was under
stress from the COVID-19 economic contraction.
The capital deployed on the buyback could not simultaneously be deployed
on loan loss provisioning or loan book growth.
The signal the buyback sent — that the bank had surplus capital —
contradicted the credit stress that its micro-lending portfolio was
experiencing. This is the governance
problem: when management compensation is tied to share price performance, and
when the government as controlling shareholder has an interest in maintaining
the share price of its listed holdings, the incentive to deploy capital on
buybacks rather than productive investment is structural.
Telkom
Indonesia’s buyback programme in 2023 — Rp2.7 trillion deployed over twelve months — occurred
simultaneously with the company’s stated need for capital investment in its
fibre broadband network expansion. A
company that claims to need capital for network investment while simultaneously
spending capital on share buybacks is, at minimum, presenting an inconsistent
capital allocation story.
The Singapore Case: Jardine Matheson and the Delisting Buyback
The
most instructive Singapore-listed buyback case is not a conventional market
buyback but rather the privatisation mechanism used by Jardine Matheson
Holdings to delist its subsidiary Jardine Strategic Holdings in 2021. Jardine Strategic owned 84 per cent of
Jardine Matheson. Jardine Matheson owned
58 per cent of Jardine Strategic. This
cross-shareholding structure had existed for decades as a takeover
defence. In April 2021, Jardine Matheson
offered to buy out Jardine Strategic’s minority shareholders at US$33 per share
— a price that minority shareholders’ advisers argued significantly undervalued
the portfolio, which included stakes in Hongkong Land, Dairy Farm
International, Mandarin Oriental, and Jardine Cycle & Carriage.
The
offer was structured such that the minority shareholders — holding 16 per cent
of Jardine Strategic — had limited realistic alternatives. The Jardine family and Matheson trusts
controlled the outcome. The buyout price
represented a discount to the sum-of-parts valuation that multiple independent
analysts calculated. The minority
shareholders received their consideration.
The Jardine family collapsed the cross-shareholding structure and
eliminated the minority at a price of their choosing. This is the buyback mechanism at its most
structurally disadvantageous for minority shareholders: the controlling
shareholder deploying corporate resources to eliminate the minority at a
valuation set by the party with the structural advantage.
Dividends are a Better Signal
A
dividend cannot be faked. This is its
fundamental advantage over a buyback. A
buyback can be timed to coincide with management share option vesting
schedules, funded through debt in ways that inflate short-term EPS while
building long-term balance sheet risk, or executed at overvalued prices that
destroy capital while appearing to return it.
Each of these distortions is documented in the academic literature and
in actual corporate history. A dividend
is cash. It leaves the company’s bank
account. It arrives in the shareholder’s
account. It can be reinvested or spent
at the shareholder’s discretion. It is
transparent in a way that a buyback programme — which may or may not be
executed, may be suspended without notice, and is timed entirely at management’s
discretion — is not.
DBS
Group Holdings provides the Singapore case study. DBS has consistently grown its ordinary
dividend from S$0.60 per share in 2014 to S$2.16 per share in 2024 — a 260 per
cent increase over the decade. This
dividend growth reflects earnings growth: DBS’s net profit grew from S$3.2
billion in 2014 to S$10.3 billion in 2024.
The dividend is not financial engineering. It is the transmission mechanism through
which genuine value creation reaches shareholders. DBS has conducted buybacks — it repurchased S$3
billion in shares between 2023 and 2025 under MAS approval — but the primary
return mechanism has been the dividend.
The management’s primary accountability to shareholders runs through the
dividend, not the buyback. A company
that cuts its dividend has made a visible, public acknowledgement that its
earnings trajectory has changed. A
company that suspends a buyback has made a much less visible decision that the
market processes with considerably less clarity.
OCBC
Bank’s dividend policy tells a similar story.
OCBC’s dividend per share grew from S$0.34 in 2014 to S$0.70 in 2023,
with a special dividend of S$0.04 declared alongside the ordinary dividend in
2023. The dividend growth trajectory is
a more reliable indicator of the bank’s earnings quality than any EPS
improvement that a buyback could engineer.
Berkshire Hathaway: The Exception
Warren
Edward Buffett, Chairman and Chief Executive Officer of Berkshire Hathaway,
avoided dividends for decades on the explicit grounds that he could deploy
capital more productively than shareholders could by reinvesting it
themselves. This is the one coherent
argument for retaining earnings rather than returning them: when the management
can genuinely compound capital at above-market rates of return, retention is
more valuable to shareholders than distribution.
Berkshire
Hathaway demonstrated this proposition over fifty years. Its book value per share grew from US$19 in
1964 to US$359,000 in 2024 — a compound annual growth rate of 19.8 per
cent. The retained earnings built the
portfolio. The portfolio built the
returns. The shareholders who held
throughout compounded alongside Buffett rather than receiving periodic
distributions at lower reinvestment rates.
This is the exception. The
exception requires a management team of Buffett’s capability, integrity, and
demonstrated long-term record. Most
companies do not have this. Most
companies that retain capital rather than distributing it do not compound it at
above-market rates. They accumulate it
on the balance sheet, attract activist investor attention, and are then
pressured to deploy it through buybacks.
The
activist investor pressure on Berkshire Hathaway since Buffett’s transition
planning became public illustrates the problem.
Berkshire held US$325 billion in cash and short-term investments as of
mid-2026 — a position that activist shareholders have characterised as capital
inefficiency. Their solution, in most
cases, is a buyback programme. Berkshire
Hathaway has conducted buybacks —US$2.9 billion in 2024 — but selectively, at
prices Buffett judged to be below intrinsic value. This is the only condition under which a
buyback makes analytical sense: when the management has a reliable estimate of
intrinsic value, and the market price is demonstrably below it. The activist shareholders pressing for a
structural buyback programme are, in effect, asking Berkshire Hathaway to
abandon the capital discipline that produced the record they are attempting to
monetise.
Temasek Holdings and GIC Portfolio Companies
Temasek
Holdings — Singapore’s state investment company — holds significant stakes in
companies where the dividend versus buyback question has direct relevance to
Singapore’s public interest in the management of its national reserves.
Singapore
Airlines, in which Temasek Holdings holds 55.8 per cent, resumed dividends in
fiscal year 2024 after the COVID-19 pandemic forced their suspension. The resumption of the dividend — S$0.10 per
share for FY2024 — was a more meaningful signal of the airline’s recovery
trajectory than any EPS improvement through share reduction would have
been. Singapore Airlines operates in a
capital-intensive industry where genuine earnings recovery requires fleet
investment, route development, and workforce capability. The dividend signals that the business is
generating genuine surplus cash above these requirements. A buyback at the same stage of recovery would
have signalled capital deployment away from the business investment that the
recovery requires.
CapitaLand
Investment, in which Temasek Holdings holds 22 per cent, is structured as a
capital-light asset management and real estate investment platform. Its fee income model generates recurring cash
flows that support a consistent dividend.
The company’s dividend policy — targeting 6 Singapore cents per share
annually — provides the income return that its real estate investment trust
investor base requires. A buyback
programme in place of this dividend would not serve the income-oriented
investor base that the company’s listing rationale and shareholder mix reflect.
GIC’s
portfolio companies — largely unlisted private equity and infrastructure
investments — return capital through distributions and asset sales rather than
open-market buybacks. The private market
equivalent of a dividend — the cash distribution — is the mechanism through
which GIC’s investment performance ultimately flows through to Singapore’s
fiscal position and the reserves that underpin the Singapore dollar. The absence of the open-market buyback
mechanism in the private investment context is not an accident. It reflects the reality that private market
capital allocation does not benefit from the short-term EPS engineering that
the listed market permits.
The Regulatory Dimension
Share
buybacks were illegal in the United States under Rule 10b-18 of the Securities
Exchange Act until 1982 — when the Securities and Exchange Commission created a
safe harbour that permitted companies to repurchase their own shares without
being charged with market manipulation. The
deregulation of buybacks in 1982 coincided with the beginning of the
shareholder primacy movement — the doctrine, associated with Milton Friedman’s
1970 New York Times essay and later with the Jensen and Meckling
principal-agent theory, that the sole legitimate purpose of corporate
management is to maximise shareholder value.
The buyback became the primary instrument of this doctrine.
The
result, over forty years, is the documented hollowing-out of American corporate
investment in favour of financial engineering.
The S&P 500’s aggregate research and development expenditure as a
percentage of revenue has declined.
Capital expenditure as a percentage of operating cash flow has
declined. The share of corporate profits
returned to shareholders through buybacks has increased from 5 per cent in 1982
to 56 per cent in 2023.
The
United States Inflation Reduction Act of 2022 introduced a 1 per cent excise
tax on corporate share buybacks — a modest acknowledgement that the regulatory
framework had overcorrected in 1982.
Senator Ronald Lee Wyden, then Chair of the Senate Finance Committee,
proposed a 2 per cent tax rate, which was reduced to 1 per cent in the final
legislation. The Biden administration
proposed increasing it to 4 per cent.
The Trump administration has shown no inclination to do so – obviously.
Singapore’s
regulatory framework does not impose equivalent restrictions or taxes on
buybacks, though the MAS requires listed companies to obtain shareholder
approval for buyback mandates and imposes limits on the volume and price of
buyback transactions.
The Contention
Buybacks
are not inherently indefensible. They
make sense when a company has surplus capital, few attractive investment
opportunities, and shares trading demonstrably below intrinsic value. They are indefensible as a routine capital
return mechanism — which is what they have become in the US market and are
increasingly becoming in Singapore and across Asia. The routine deployment of corporate cash on buybacks,
in preference to dividends, investment, workforce development, or debt
reduction, reflects a management culture oriented toward short-term share price
performance and compensation metrics rather than long-term value creation.
The
dividend is an honest instrument. It
declares what the company believes it has earned in excess of what it
needs. The buyback is a declaration
about what management believes the share price should be — and it is made by
the people whose compensation depends on the share price being at that level.
These
are not the same signal. The market
should not treat them as equivalent.
Shareholders should not accept them as equivalent. And regulators, in Singapore and elsewhere,
should examine whether the current framework sufficiently constrains the
conflict of interest that the buyback mechanism creates between management and
the long-term shareholders who are not selling.
Terence Nunis | Executive Chairman, Equinox Zenith | Author, The 1%
Playbook: The Billionaire Cheat Code


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