Buy-back disclosure requirements mandate comprehensive explanatory statements and solvency confirmations for corporate share repurchases. Sets out mandatory explanatory statement content for company buy-backs: Board meeting date and necessity; maximum buy-back amount and its ratio to paid-up capital and reserves; maximum price and pricing basis; maximum number of securities; buy-back method; promoters' and controllers' aggregate shareholding, six month transaction history with price range and dates, and their intention to tender; confirmations of no subsisting defaults; Board solvency opinion accounting for prospective and contingent liabilities; auditors' report on state of affairs, permissible capital payment, and reasonableness of the Board's opinion; and prior lender approval where covenants are breached.
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Provisions expressly mentioned in the judgment/order text.
Buy-back disclosure requirements mandate comprehensive explanatory statements and solvency confirmations for corporate share repurchases.
Sets out mandatory explanatory statement content for company buy-backs: Board meeting date and necessity; maximum buy-back amount and its ratio to paid-up capital and reserves; maximum price and pricing basis; maximum number of securities; buy-back method; promoters' and controllers' aggregate shareholding, six month transaction history with price range and dates, and their intention to tender; confirmations of no subsisting defaults; Board solvency opinion accounting for prospective and contingent liabilities; auditors' report on state of affairs, permissible capital payment, and reasonableness of the Board's opinion; and prior lender approval where covenants are breached.
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