A Review of the Legal and Financial Implications of Going Private: What Shareholders, Boards, and Employees of Public Companies Need to Know

Abstract

This article attempts to disentangle the various issues a public company should consider when answering the question: “to go or not to go private?” It provides a review of the literature with an eye towards coverage of the main questions a practitioner would ask. The article explores factors that are positively correlated with a company going private, as well as factors that are relevant to the going private decision. It is my hope that this work contributes to an improvement in the quality of debate among stakeholders at public companies on the subject of going private. I would be thrilled if a company made an informed decision to go private — or not to go private — in part because of the contents herein.

Keywords: Going Private, Restructuring, Private Equity, Corporate Governance, Sarbanes-Oxley, Law, Finance

JEL Classification: G30, G32, G34, K20, K22, M10