Relative performance, a worked valuation of what remains, a cost or margin bridge, and a governance failure to pin it on.
In a management buyout the insider is the buyer, so the board's job is to make the market, not take the offer.
Any take-private, management-led bid, or fairness question in M&A and private equity interviews.
From Barbarians at the Gate · 1993
Value each part a bidder is acquiring; what the bid leaves at zero is the argument against it.
Take-private analysis, fairness opinions, conglomerate valuation and any activist defence of a holding.
From Southeastern Asset Management's letter to the Dell board (February 2013) · Mason Hawkins and Staley Cates
A take-private proposal is a complete case: the public record that failed, the price, the premium, the financing and the timetable, in that order.
Take-private analysis, premium questions, and private equity interviews on how a deal is proposed.
From Elliott Management's letter to the athenahealth board proposing a take-private (May 2018) · Jesse Cohn
Build a margin case from countable inputs, headcount, cost per head and incremental margin on growth, so that every disagreement is about a number.
Activist situations, any margin expansion thesis, and the interview question of how you would improve a company's profitability.
From Starboard Value's letter to Autodesk shareholders on margins and board change · Jeffrey Smith
Judge an acquisition by what happened to the acquired brand's share of its market afterwards; the number is public and hard to argue with.
Post-deal assessment, consumer and brand coverage, and any activist case built on competitive evidence rather than financial engineering.
From Trian's July 2017 letter to Procter & Gamble shareholders · Trian Fund Management