Transitioning from Publicly-Held to Private Corp.

Transitioning from Publicly-Held to Private Corporation | KLMR Law

The majority owner of a publicly-held company was disappointed with its market performance and limited access to the equity markets because of the lack of predictability of its revenue and earnings in a particularly cyclical industry. Because of the continuing demands on the resources of the company to maintain its publicly-held status without realizing the anticipated benefits, the company determined to become privately-held. KLMR designed a corporate merger in which the controlling shareholder retained ownership and the minority stockholders received cash for their shares at the value established by an independent appraisal. KLMR then completed the required proxy statement and related disclosures under the SEC’s “going private” rules, coordinated SEC staff review of the filing, and assisted in planning the proxy solicitation that resulted in stockholder approval of the transaction.