In order to go private, a public company must host a special election for institutional and retail investors to vote on. Any investor who owns
voting stock in the company is able to vote, but institutional shareholders tend to hold much larger amounts of stock that represent a larger portion of the vote.
The company proposes something called a “tender offer” for a
minimum of 20 days to ensure everyone has a chance to vote. The tender offer is the company’s request to purchase all outstanding (aka sold) shares at a certain value, which is usually higher than the current share price. The SEC defines a tender offer as “a public bid for stockholders to sell their stock.”
Investors can reject the tender offer, but institutional shareholders are more likely to impact the final vote. Companies can take legal action if an investor rejects a tender offer to buy outstanding shares and go private.