This board memorandum template is intended for use in explaining to the board of directors of a public company key issues and considerations relating to a share repurchase program. This template includes practical guidance, drafting notes, and optional clauses. Share repurchase programs allow companies to buy their own shares from shareholders in private transactions, open-market purchases, and/or in the form of an issuer self-tender offer. Companies considering a share repurchase program must contend with state (or foreign) corporation and fraudulent transfer laws, as well as a host of federal disclosure requirements and antifraud and anti-manipulation rules, including Rule 10b5-1 under the Exchange Act, Regulation M, and regulations relating to tender offers. You should modify this template as necessary to fit the needs and circumstances of your client, as well as any additional applicable laws and regulations in the client's jurisdiction. For more information, see Share Repurchase ...