Going Private
When a company or its insiders take it private, an additional filing is required, and it demands disclosure that an ordinary merger does not.
MadStockAlerts Research · Updated August 28, 2026
What to take away
- Schedule 13E-3 is required for a going-private transaction involving affiliates.
- It requires a statement on whether the transaction is fair to unaffiliated holders.
- Any valuation report obtained must be described and filed.
- The background section is unusually detailed because of litigation exposure.
- Deregistration ends the company's reporting obligations entirely.
MAD Academy Training Video · 0:45
The Filing That Has to Argue Fairness
A going-private transaction requires an unusual disclosure: the insiders must state why they believe the price is fair to everyone else.
This lesson is part of a Stock Alerts + Tools plan.
Why a separate filing exists
In an ordinary acquisition the buyer and the target are unrelated, and their interests are opposed in the negotiation. In a going-private transaction the buyer frequently includes management or a controlling holder, so the people negotiating for the company are also on the other side.
Schedule 13E-3 exists because of that conflict. It requires disclosure aimed specifically at unaffiliated shareholders, whose interests nobody in the negotiation directly represents.
What it must contain
| Item | What it requires |
|---|---|
| Fairness | A statement of whether the filers believe the transaction is fair to unaffiliated holders, and why |
| Reports and opinions | Any valuation report obtained must be summarised and filed as an exhibit |
| The purpose | Why the transaction is being undertaken, and alternatives considered |
| The background | A detailed chronology of how the transaction came about |
| Effects | The consequences for unaffiliated holders, including of remaining a holder |
The second row is unusual in the disclosure regime. A banker's valuation analysis, including the ranges produced by each methodology, is filed publicly, which is a level of detail that appears almost nowhere else.
Reading the background
The chronology sets out dates, who approached whom, what prices were discussed and rejected, and whether a special committee of independent directors was formed and what it did.
- 1Who initiated itAnd whether a process was run or an offer arrived
- 2Was a special committee formedAnd did it have its own advisers
- 3What prices were discussedIncluding offers that were rejected
- 4Were other parties contactedAnd how many, and what they said
What deregistration means
After the transaction, the company deregisters and its reporting obligations end. No further 10-K, no 10-Q, no 8-K and no proxy statement.
For any holder who remains, through an appraisal proceeding or because they hold an unconverted interest, that is the end of public information about the business. The disclosure record simply stops.
Appraisal rights
In many jurisdictions a shareholder who dissents from a merger can decline the consideration and instead petition a court to determine the fair value of their shares. The mechanism exists precisely for transactions where the price may not have been arrived at fairly.
- The procedure is technical, with strict deadlines and requirements including not voting in favour.
- The court's determination can be above or below the deal price, and has been both.
- It takes years, during which the capital is committed and illiquid.
- Legal costs are substantial, which effectively limits it to larger holdings.
The second item is what makes it a genuine decision rather than a free option. Courts have determined fair value below the transaction price in some cases, which means dissenting can produce less than accepting.
The existence of the right is nonetheless part of why the Schedule 13E-3 disclosure is as detailed as it is. The prospect of a court examining how the price was reached shapes what the background section says.