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Friday, April 08, 2011 2:01:50 AM
www.wrlawfirm.com/Articles/wrm.article.Taking.Public.Companies.Private.html
some excerpts:
Taking a Public Company Private: A Primer
The time and expense of complying with the Sarbanes-Oxley regulations and other corporate governance reforms are causing an increasing number of public companies, particularly small and mid size firms, to consider going private (the “reverse IPO”). The transaction(s) involved in taking a public company private can take many forms, each with its own implications for disclosure, timing, and cost, including:
-A cash merger, where the subject company merges with a company controlled by the majority stockholder or group of them;
-A tender offer by an affiliated entity;
-A tender offer by the issuer;
-A reverse stock split - increasingly common with smaller companies - where the majority stockholder or group of stockholders remaining after the transaction remain invested, while minority shareholders are cashed out.
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Reasons to Go Private:
Small to mid size companies have increasingly determined that the value associated with the ability to raise capital in the public market is outweighed by the costs involved in complying with corporate and securities law requirements. These costs include:
Legal and accounting costs;
Management time and attention to SEC filing rules and SOX provisions;
Maintenance of an investor relations department, annual meetings, and reports;
Fielding calls from securities analysts;
Rising insurance premiums for directors and officers ("D&O")
Some estimate that the compliance cost for small-cap companies since Sarbanes-Oxley, which was enacted in 2002, has increased by approximately 130%. By delisting, small companies can save up to $2 million annually. While private companies are not required to comply with all SOX provisions, the whistleblower and document retention protections are extended to them.
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