How should a board evaluate a going-private transaction?
Define the process, conflicts, value evidence, financing and jurisdiction-specific requirements before committing to a route.
A going-private transaction can involve an acquisition, tender offer, merger or other structure that removes or materially reduces public ownership. The board should establish the applicable legal and regulatory perimeter, manage conflicts, obtain robust valuation evidence, test financing certainty, oversee diligence and document its decision process. US transactions may engage Exchange Act Rule 13e-3 and Schedule 13E-3; other jurisdictions have different requirements.
Board workstreams
The board and its advisers should define the transaction perimeter, bidder or sponsor, conflicts, independent oversight, valuation range, alternatives, financing, conditions, disclosure and shareholder approval route. Legal counsel should confirm jurisdiction-specific duties and filing obligations.
Decision checklist
| Workstream | Evidence |
|---|---|
| Governance | Conflict map, committee mandate, adviser independence and minutes. |
| Value | Forecasts, valuation methods, sensitivities and alternatives. |
| Financing | Sources, conditions, leverage, security and funds certainty. |
| Process | Bidder access, market check, confidentiality and timetable. |
| Approvals | Regulatory, shareholder, lender and third-party requirements. |
Official sources reviewed
| Official source | Why it matters |
|---|---|
| US SEC; Rule 13e-3 and Schedule 13E-3 | Official US guidance for issuer and affiliate going-private transactions. |
| FRC; Corporate Governance Code Guidance | Official board decision, information, conflict and effectiveness guidance for relevant UK companies. |
Sources reviewed September 2026. Rules, standards and market practice can change; verify the current position with qualified advisers.
Related Matchpoint resources
Last updated: September 2026.
It is a transaction that removes or materially reduces a company's public ownership or reporting status through an acquisition, tender offer, merger or another permitted structure.
Management, controlling shareholders or affiliates may have interests that differ from other shareholders. The board should identify, manage and document those conflicts with legal advice.
No. The legal, listing, takeover and disclosure requirements depend on the issuer, market, transaction structure and jurisdictions involved.
Discuss a mandate
Speak to a partner about the structure, evidence and execution plan for your transaction.
