Going-Private Transactions: a Practitioner’s Guide

Michael J. McGuinness and Timo Rehboc

This article provides a practitioner’s point of view of “going-private” transactions. Developments in Delaware case law beginning in 2001 have caused the judicial landscape upon which practitioners traditionally rested this type of transaction to shift. As a result, there are now two distinct approaches to implementing going-private transactions that merit consideration by practitioners in this field. The article sets out the legal, structural and strategic considerations underlying each approach from the practitioner’s point of view by depicting how going-private transactions actually develop under the two models and providing corporate law practitioners with a guide and a checklist in this relatively novel field of corporate law practice.