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Contrast public equity securities with private ones

CFA® Level I · Equities · Equity Instrument Features · EQ.6.b

The idea

Private equity securities differ from public ones in three ways that matter. There is no active secondary market, so exit depends on a sale or a listing and the holding period is long. Reporting is negotiated rather than mandated, so investors obtain information through contractual rights rather than from public filings. And valuation is by negotiation or by periodic appraisal rather than by continuous trading. Against these, private ownership permits a longer management horizon without quarterly scrutiny, which is a large part of the case made for the form.

A practice question

From the question bank, with the reason each wrong option is wrong.

How does a private equity holder realise their investment?

  1. Through a sale of the company or a listing, since no active secondary market exists - correct
  2. By selling on an exchange like any other listed shareWhy not: No exchange lists the shares, which is what private means here.
  3. By redeeming the shares with the issuer whenever the holder choosesWhy not: The company is under no obligation to buy them back, and rarely has the cash to.

Private equity means shares in a company that is not listed on an exchange, so there is no active market where you can simply sell them. The usual ways out are selling the whole company to a buyer or floating it on an exchange through an initial public offering (IPO). An investor might hold a stake for many years until one of these happens. That is why the holding period is long and investors must accept that they cannot get their money out quickly (illiquidity). Exchange trading is not available for private shares, and the company has no duty to buy them back.

A harder one

How do private equity investors obtain information not available in public filings?

  1. Through negotiated contractual reporting and board rights - correct
  2. Through the disclosure requirements set by securities regulatorsWhy not: Disclosure rules are lighter for private companies, which is part of why the information has to be bargained for.
  3. Through research reports from sell-side analystsWhy not: Sell-side analysts follow listed companies. A private company has no coverage to read.

A listed company must publish regular reports by law. A private company has no such duty, so the investor has to bargain for information when it invests. These rights are written into the contract and often include regular financial reports, access to management and a seat on the board. For example, an investor may require monthly management accounts and the right to appoint a director, which gives it more detail than a public shareholder gets. Board representation is often the most valuable of these rights.

The hardest tier

Supporters of private ownership claim it changes how managers behave. In what way?

  1. It reduces the tax the company paysWhy not: Tax depends on jurisdiction and profits, not on whether the shares trade.
  2. It lets management act on a longer horizon - correct
  3. It shields the company from competitionWhy not: Competitors are indifferent to a company's ownership structure.

A private company does not face quarterly share price pressure or much public reporting. Its managers can therefore accept lower profits today in return for a bigger payoff later, such as a multi-year restructuring or new product development. A manager of a listed company might avoid a plan that cuts next year's earnings by 20%, while the owners of a private firm might go ahead. That is the main case in favour of private ownership, and it is weighed against costs such as poor liquidity and less information. Tax depends on location and profits, and competition does not depend on who owns a company.

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