Going Private -- Disclosure and the SEC

The SEC rule on going private is 13e-3, given here.

State law comes into play as well.

All material facts that the stockholders need concerning the transaction to go private must be disclosed.

Generally, transactions are covered that involve (1) the purchase of equity by the company or an affiliate of the company, (2) a tender offer for equity by the company or an affiliate of the company, or (3) a proxy or information statement distributed by the company in connection with a merger or reorganization, an asset sale or a revere split involving the repurchase of fractional shares.