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Public companies have to follow a lot of rules, and have a 'fiducary duty' to shareholders. The rules are annoying and expensive. But the real downside is the fiducary duty. It opens you up to lawsuits, and it means you are legally required to care about your stock price. This can prevent you from making decisions that would drop the stock price. Relatedly, the shareholders can (with lots of difficulty) prevent certain changes being made by changing who sits on the board. This limits what you can do in general.

Going private removes many of these limitations, allowing much more flexibility. Going private does mean you can no longer go to the most liquid market (the public market) for extra equity financing. And of course you need to buy out all the shareholders.




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