The Shareholder Forumtm

support of long term investor interests in

Appraisal Rights


Intrinsic Value Realization




The Delaware Supreme Court issued a ruling on December 14, 2017 that endorsed its interpretation of the "Efficient Market Hypothesis" as a foundation for relying upon market pricing to define a company’s “fair value” in appraisal proceedings. The Forum accordingly reported that it would resume support of marketplace processes instead of judicial appraisal for its participants' realization of intrinsic value in opportunistically priced but carefully negotiated buyouts. See:

December 21, 2017 Forum Report

 Reconsidering Appraisal Rights for Long Term Value Realization




Forum distribution:

Absence of 2014 private equity buyouts of public companies attributed to market pricing


For another study of the unprecedented absence of financial buyouts of public companies in 2014, see


Source: The New York Times DealBook, September 9, 2014 article

Mergers & Acquisitions | Private Equity

Take-Private Deals Are Nearly Extinct on Wall Street

By WILLIAM ALDEN  September 9, 2014 1:58 pm


Blackstone bought a 20 percent stake in Versace earlier this year. Instead of doing take-private deals, some private equity firms are taking minority stakes or doing other transactions. Credit Eric Thayer/Reuters

The private equity firms of Wall Street have all but stopped taking companies private.

Firms like Kohlberg Kravis Roberts and the Blackstone Group — known for using billions of dollars in capital and large amounts of debt to buy publicly traded companies — have virtually ceased such “take-private” transactions this year, Goldman Sachs analysts noted in a research report on Tuesday. The drop-off in activity has occurred even as the broader market for mergers and acquisitions has boomed.

Not a single take-private deal worth more than $5 billion has been struck this year, the report said. That compares to four deals above $5 billion in 2013 and 17 such deals in 2007, the year before the financial crisis struck.

All told, the take-private deals this year have totaled just $3 billion, compared with $80 billion for all of last year and an average of $75 billion from 2004 to 2013, according to the report on leveraged buyouts, titled “Where have all the L.B.O.s gone?”

A chief cause of the extended hiatus may be the soaring stock market, which makes companies more expensive to buy.

The Goldman research analysts said that corporate acquirers tended to be more willing than private equity firms to pay a premium for takeover targets. Corporations can point to business synergies to justify a high price, and they can use their own richly valued stock to finance deals.

With private equity firms shying away from such activity, many have turned to other types of deals, including buying minority stakes in companies or scooping up companies that other private equity firms are selling. Blackstone, for example, bought a 20 percent stake in Versace this year. And it later paid $5.4 billion to buy the industrial manufacturer Gates Corporation from the private equity firm Onex and the Canadian Pension Plan Investment Board — a sizable deal, but not a take-private transaction.

Firms are also looking abroad for opportunities, the Goldman analysts said, noting that both Blackstone and K.K.R. have said that at least half of their recent investments have been outside of the United States. Private equity firms may also continue to team up with other types of firms, as the Brazilian private equity investor 3G Capital did with Berkshire Hathaway in buying H.J. Heinz last year, the analysts said.

What might spur private equity firms to return to take-private deals? A market downturn, for one thing.

“We believe purchase price is one of the greatest determinants of investment performance,” Leon D. Black, the chief executive of the private equity giant Apollo Global Management, said on a conference call in August. “And so if that means waiting longer for opportunities, we will happily wait.”


Copyright 2014 The New York Times Company


The program supporting Appraisal Rights Investments was conducted by the Shareholder Forum for invited participants according to stated conditions, including standard Forum policies that each participant is expected to make independent use of information obtained through the Forum and that participant identities and views will not be reported without explicit permission..

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.