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gruez a day ago

I'm not sure why private equity is singled out here, when every time a public company does a bad (eg. Boeing), people crow about how public companies only care about juicing next quarter's earnings.

darth_avocado a day ago | parent | next [-]

The big difference is the extent to which PE will go to juice the quarters earnings. Public companies cannot and will not just fire all staff, fleece customers to the point they won’t return and take on debt that they have no intention of paying back. PE will do all of the above and more if it means they get their money. Which means, you as a customer get screwed over more when PE is involved.

gruez a day ago | parent [-]

>Public companies cannot and will not just fire all staff, fleece customers to the point they won’t return and take on debt that they have no intention of paying back.

Why? Is there some code of conduct for public companies but not private ones?

darth_avocado a day ago | parent | next [-]

> Is there some code of conduct for public companies but not private ones?

No but there’s a difference between private companies and PE owned companies. PE model is very different from regular private companies, and it often involves extracting maximum profits at the expense of the company itself.

And as far as public companies go, shareholders will have to say something about the operation of the company if you start intentionally sinking it.

mbesto 12 hours ago | parent | next [-]

> PE model is very different from regular private companies, and it often involves extracting maximum profits at the expense of the company itself.

Not all PEs model. The ones you are referring to are often buying large businesses (like the infamous Toys R Us) load them with debt and strip their assets. 90% of the other PEs out there do not do this...in fact the opposite. They put capital on their balance sheet to grow.

nazcan 19 hours ago | parent | prev | next [-]

But doesn't extracting maximum profits at the expense of the company itself mean front loading profits - i.e. long-term worse outcomes?

How does a PE company make money from that - unless who they sell it to is not saavu enough to realize it?

mvc 14 hours ago | parent [-]

If they sell all the assets owned by the company, they don't need to sell the company itself. They just need to find another one to strip.

anovikov 18 hours ago | parent | prev [-]

What is the "company itself" if not its owners (private equity company that is)? Everything else is just an asset of it. If they see a way to maximise profit by draining the company that's better than any other one, why not? After all if company is then simply liquidated, it frees up market opportunity for new entrants.

andrew_lettuce a day ago | parent | prev | next [-]

Because a PE fund is at most a seven year timeline, and everybody knows it. There is absolutely no incentive to add value beyond the next sale, and often you only need to add the perception of value. To quote my CTO of a PE owned company: "we want to make it look like we're on the road to <big investment in strategic roadmap>", not actually accomplish it

JumpCrisscross a day ago | parent [-]

> Because a PE fund is at most a seven year timeline

Berkshire Hathaway is a PE fund with permanent capital.

Broadly speaking, making generalisatios about PE is almost impossible because it's an asset class which is, essentially, all non-public business. Instead, it's more useful to think about which element private equity touches you're specifically complaining about: capitalism in general, financial transparency, leverage and liability.

delfinom a day ago | parent [-]

The problem with PE is only the hyper aggressive and generally terrible ones make the news.

The quiet ones that simply run business well, don't make the news.

There are PE firms that specialize in rescuing distressed companies with potential and turning them around. In many cases not firing anyone and holding onto the form they acquired for a long time.

JumpCrisscross a day ago | parent | next [-]

> quiet ones that simply run business well, don't make the news

And don’t call themselves PE. They’re a diversified family business. Or a VC fund. Or whatever the fuck the Ellison’s are doing to Paramount.

a day ago | parent | prev [-]
[deleted]
Supermancho a day ago | parent | prev | next [-]

> Is there some code of conduct for public companies but not private ones?

There's a pattern of behavior, to be sure. The primary control on public companies is shareholder scrutiny. Gutting your company for short term gains, is not always popular. The more diverse the shareholder cohort, the less popular it tends to be.

Private companies don't mind it when they can literally start a new company with the assets from the old without the pesky plebian investors.

Ofc you know this.

hylaride 11 hours ago | parent | prev [-]

> Is there some code of conduct for public companies but not private ones?

It's more about Private Equity firms than private companies. The oversimplified TL;DR strategy for most PE firms is acquire, strip, pump, then dump (combined with all sorts of tax strategies). Most PE firms don't own the companies themselves, but act on behalf of investors and take a cut of the ultimate profits. So it's basically tons of short term thinking.

mxfh 16 hours ago | parent | prev | next [-]

To me PE is just secondary effect of incentivizing private pension schemes over pay-as-you-go schemes in the last half century to me.

A huge wealth transfer in disguise providing capital to financial actors (not at last PE) that are usually not aligned with goals of regular employess: affordable housing and healtcare and reasonably safe jobs.

As Germany is on it's way to dismantle it's core of it's pay-as-you-go mandatory state pension insurance and shift towards private, and privat-by-proxy schemes via company pension plans. Europe might be also going that way some time in the near future, but without the comparably healthy demographics of the US.

https://en.wikipedia.org/wiki/Revenue_Act_of_1978

Funny that all those charts eventually go back to Carter allowing for 401k not, Reagan, though that reuse only happened later.

My bigger hunch here is supplying the capital markets with that much additional money was a mistake, that ultimately lead to the current guilded age and accelarated existing trends of in the productivity–pay gap, social stratification and wealth inequality, if not solely being responsible for it.

It seems outright impossible for most to compete with a economic reality where the accrued value of like a third of your and everyone else's paycheck is actively working against your net quality of living, when you're not in the top 1 to 10% where the capital gains are a still a net positive over the increased cost of housing and wage stagflation etc.

etempleton 3 hours ago | parent | prev | next [-]

I think generally it is a complaint against the soullessness of corporatism versus ownership that actually cares about delivering a good product and treating their customers and employees right.

Greed is very high right now. And you can see that in the behavior of all types of companies. Historically when greed is high like this you eventually end up with a Lehman Bros or Enron situation that causes a painful market place correction.

CPLX a day ago | parent | prev | next [-]

Private equity is far worse. It means 100% ownership by a group of sociopaths who are executing on a plan to extract as much cash as possible quickly with no other goals at all.

At least public companies have some diversity in ownership and agenda.

c16 15 hours ago | parent | next [-]

I think this checks all the above boxes, but for a public company. https://www.bbc.com/news/articles/cwyk6kvyxvzo

CPLX 7 hours ago | parent [-]

This is utterly disgraceful. With that said he did ratify it with shareholders so it is what it is.

gruez a day ago | parent | prev [-]

>Private equity is far worse. It’s mean 100% ownership by a group of sociopaths who are executing on a plan to extract as much cash as possible quickly with no other goals at all.

...as opposed to the average public company? An average company might have more "average joe" shareholders (almost by definition, because private equity is typically off limits to non-accredited investors), but outside of meme stocks, there's not enough of them to make a difference. The rest of the shareholders (eg. pension funds, insurance companies, endowments, family offices) can be assumed to behave like ruthless capitalists chasing the highest returns, regardless of whether the company is public or not.

youarentrightjr a day ago | parent | next [-]

I see these private equity takes on HN frequently and am really baffled by the ignorance. There's a very clear difference between a public and private company - the fiduciary duty to shareholders.

There is a legal requirement for directors of public companies to act in the financial interests of all shareholders. In practice, and according to precedent, this means long term viability of the company, in other words, a sustained profitable business.

There is no such requirement for a private company. In practice (esp. recent history), this means private equity firms acquire successful businesses to "mine them" of their wealth - capitalizing their assets for personal gain, and leaving nothing left.

The question for public companies isn't how many retail vs institutional investors they have, it's whether an investor can make a claim about a breach of fiduciary duty. It's patently false to say that the institutional investors (who yes, do have more sway) aren't interested in the company acting in their financial interests.

JumpCrisscross a day ago | parent | next [-]

> There is a legal requirement for directors of public companies to act in the financial interests of all shareholders

No, there isn't.

The whole point of Revlon duties is that they trigger "in certain limited circumstances indicating that the 'sale' or 'break-up' of the company is inevitable" [1]. Outside those conditions, "the singular responsibility of the board" is not "to maximize immediate stockholder value by securing the highest price available."

> There is no such requirement for a private company

Are you thinking of minority rights? These vary based on whether a company is closely held or not [2], not whether it's public or private.

[1] https://en.wikipedia.org/wiki/Revlon%2C_Inc._v._MacAndrews_%....

[2] https://millerlawpc.com/rights-minority-shareholders-private...

youarentrightjr a day ago | parent [-]

Why bring up Revlon duties when as you say, their relevance is only during company acquisition or restructuring?

It's well established over hundreds of years of case law that directors of public companies have to act in good faith to benefit the company (and therefore, the shareholders).

Weird cherry pick.

JumpCrisscross a day ago | parent [-]

> Why bring up Revlon duties when as you say, their relevance is only during company acquisition or restructuring?

It’s an exception that proves the rule. In that specific case, what you’re saying applies. In all others, it does not.

> It's well established over hundreds of years of case law

Where are you getting this from?

> directors of public companies have to act in good faith to benefit the company (and therefore, the shareholders)

Where did you get that this only applies to public companies? What you’re describing is basic English and Delaware corporate law.

Also, there is a massive difference between “all shareholders” and “the shareholders”. And nothing about public companies says they can’t be structured in a way that sometimes undermines some shareholders. This comes up most commonly when different shares have different voting or blocking rights. But it’s also fundamental to the intent behind B Corps, publicly traded or not.

youarentrightjr a day ago | parent [-]

> Where are you getting this from?

I seriously doubt you're operating sincerely in this thread, given your ability to cite Revlon. But on the off chance, start here:

https://en.wikipedia.org/wiki/Dodge_v._Ford_Motor_Co.

> And nothing about public companies says they can’t be structured in a way that sometimes undermines some shareholders.

See above.

JumpCrisscross 17 hours ago | parent [-]

> seriously doubt you're operating sincerely in this thread, given your ability to cite Revlon

I know about the topic and can correctly cite sources, herego I'm operating insincerely?

> start here [1]

You're citing a 1919 Michigan state court decision concerning the Ford Motor Company. Ford went public in 1956 [2]. The sole source you've cited is about a then-private company from over 100 years ago.

You said "there is a legal requirement for directors of public companies to act in the financial interests of all shareholders." That is wrong. It's doubly wrong in the context of public versus private companies, given it applies to all business corporations.

[1] https://en.wikipedia.org/wiki/Dodge_v._Ford_Motor_Co.

[2] https://www.fool.com/investing/2019/01/16/63-years-later-wha...

youarentrightjr 11 hours ago | parent [-]

You're operating insincerely by attacking low quality interpretations of what I'm saying, among other problems. For example:

> You said "there is a legal requirement for directors of public companies to act in the financial interests of all shareholders." That is wrong. It's doubly wrong in the context of public versus private companies, given it applies to all business corporations.

Wouldn't that mean my statement is incomplete, not "doubly wrong", if it applies to all businesses, not just public ones?

Similarly, cherry picking sources that support narrow scenarios tangential to the discussion (Revlon) is not sincere.

By this point it's clear your religious grasp on the distinction between public and private companies will not be shaken. I'll continue living in reality, where in fact directors of private companies do act against the interests of the company itself (and in practice are still in accordance with the law), paying themselves off and leaving an insolvent heap. I'm honestly shocked regarding your insistence that public and private companies are the same in this matter; I can only assume that you already have, or stand to, gain from such a private endeavor, and this is causing a cognitive dissonance that is at fault for the vomit you've spewed above. Good day.

gruez a day ago | parent | prev | next [-]

>There is a legal requirement for directors of public companies to act in the financial interests of all shareholders. In practice, and according to precedent, this means long term viability of the company, in other words, a sustained profitable business.

All that means is that controlling shareholders can't use the company as a piggy bank and raid it to fund their other ventures. It doesn't mean the business has to be "sustainable" or whatever. In fact, it's perfectly legal for the board to sell to a "vulture" PE firm that will sell the business off for parts, as long as the sale price is good enough.

margalabargala a day ago | parent | next [-]

Yes, that's the major difference between the public and PE companies that OP was highlighting. The owners of a public company can't raid it to fund other ventures. They have to sell it off to someone else to do that.

Selling off a public company like that is generally not trivial and is not surprise sprung on shareholders.

JumpCrisscross 17 hours ago | parent [-]

> owners of a public company can't raid it to fund other ventures

This is a constant source of litigation in public and private companies alike. A recent prominent case on the public side was National Amusements constantly fucking up the sale of Paramount if it didn't have special goodies for Shari Redstone.

> Selling off a public company like that is generally not trivial and is not surprise sprung on shareholders

Merger law is largely state corporate law. If you have a Delaware C corporation, you're operating under more or less the same merger rules irrespective of how your stock is traded.

What may be misleading some folks is that in a private company, these deliberations are typically covered by NDAs. In public companies, it happens in the open. With private companies, someone needs to get pissed off enough to sue. Herego the understandable availability bias.

To drive home how misleading this purported delineation is, consider that some of the largest private equity managers (e.g. Blackstone and KKR) are themselves publicly traded.

Private equity has tons of issues. Tons. In some industries (e.g. healthcare) it shouldn’t exist. But this tripe about public companies having duties to shareholders which private companies don’t is nonsense.

raw_anon_1111 10 hours ago | parent [-]

> This is a constant source of litigation in public and private companies alike. A recent prominent case on the public side was National Amusements constantly fucking up the sale of Paramount if it didn't have special goodies for Shari Redstone.

Instead they had to give “goodies” personally to Trump in the form of a $15 million bribe…

JumpCrisscross 9 hours ago | parent [-]

> Instead they had to give “goodies” personally to Trump in the form of a $15 million bribe

More of an in addition to than instead.

youarentrightjr 21 hours ago | parent | prev [-]

> All that means is that controlling shareholders can't use the company as a piggy bank and raid it to fund their other ventures

Yes, you're getting it now.

> It doesn't mean the business has to be "sustainable" or whatever. In fact, it's perfectly legal for the board to sell to a "vulture" PE firm that will sell the business off for parts, as long as the sale price is good enough.

As discussed elsewhere in this thread - the sale itself is required to maximally benefit the shareholders.

raw_anon_1111 10 hours ago | parent | prev | next [-]

Public companies are interested in quarterly profits. But for the most part still have longer term goals and don’t purposefully make decisions that will make the company worse off in the long term.

Apple is not going to sell off all of its real estate into separate company, force the other half to rent it and then sell off the rental holdings. Even when it was almost bankrupt it didn’t “shut down the company and give the money back to shareholders”.

The former is a standard PE play. I’ve been part of the “roll up small companies and enshittify them and go public” playbook. I was the lead architect at the parent company designing the software system that integrated the disparate systems of the target companies.

Funny enough I worked for a startup that I loved in 2018-2020 and only left because a job at BigTech fell into my lap. After leaving BigTech in 2023, the company that acquired the startup I worked for (a PE backed acquire and enshittify company) offered me a job as the architect to consolidate their systems based on a referral. I booed out after having a lot of discussions with their internal management and one with a representative from their investor.

It’s hell being under the thumb of a PE companies management (not the internal management) they second guess everything and the level they were hiring me for, I would have dealt with the PE investors representatives directly

CPLX a day ago | parent | prev [-]

> I see these private equity takes on HN frequently and am really baffled by the ignorance.

Probably a good time to note that you’re posting this comment on a website created by a private equity firm for promotional purposes.

dzjkb 13 hours ago | parent | next [-]

quite the opposite actually, your comment adds nothing to the discussion

CPLX 7 hours ago | parent [-]

If someone is baffled that the tone of a private equity company’s message board is pro private equity then I think it’s an excellent reminder.

I think it’s useful to point out that Silcon Valley is a rapaciously predatory and financialized business climate precisely because because they spend so much time and money on PR to convince everyone otherwise.

youarentrightjr a day ago | parent | prev [-]

Zing! Gotem! Reddit moment xD

avrionov 9 hours ago | parent | prev | next [-]

The biggest difference is not the morality of the management of the two types of companies, but the type of business they are into.

Many private companies are growth businesses. On the opposite side, private equity targets businesses which are stable, but not growing or declining. PE looks for products which have high cost to switch or products with no alternatives.

So when private equity buys the business they extract money in 3 ways: - Raise their prices. This is similar to the public companies, but they do it more aggressively, because their customers don't have a choice. For reference see, what VMWare did after it was bought by Broadcom (Broadcom is a public company which acts as a private equity). - Reduce costs, via layoffs and cutting smaller products. Also done by public companies, but the difference here is the magnitude. It is quite common for Private equity owned companies to have several years of 20% layoffs, until the original workers are completely replaced by workers in cheaper locations. Or not replaced at all which leads to a worse service. - And finally the third way a private equity extracts money from the acquired company by providing "services". Employees from the PE company are elected on the board of directors of the acquired company. A PE executive can become a CEO of an acquired company. PE companies have satellite companies, which provide legal, administrative and financial services to their companies.

On top of that the acquired company has to pay the loan which was used to be acquired.

rs186 a day ago | parent | prev | next [-]

Let me explain this with a simple example:

* If a company controlled by PE goes bankrupt, shareholders (PE) likely make a profit * But if a publicly listed company goes bankrupt, shareholders lose their money

In other words, PEs almost never lose money, so they could extract the last bit of a company, even more short sighted than shareholders of a public company

JumpCrisscross a day ago | parent | next [-]

> If a company controlled by PE goes bankrupt, shareholders (PE) likely make a profit. But if a publicly listed company goes bankrupt, shareholders lose their money

This isn't remotely true. Plenty of private equity investments go bust before they can pay themselves back. And plenty of public company investors milked a company for interest payments or dividends into the ground.

> PEs almost never lose money

Private equity funds regularly lose money. Usually to lenders.

You're complaining about leverage in general. Probably not private equity per se.

gruez a day ago | parent | prev [-]

>* If a company controlled by PE goes bankrupt, shareholders (PE) likely make a profit

That's not necessarily a bad thing, or sign of anything sinister. If a business is failing, and you buy it for pennies on the dollar, and despite your best efforts it still goes under, so you liquidate it, you can still turn a profit if the price you paid is lower than what you got from liquidating it. That's not bad, because private equity (or anyone else, for that matter) isn't expected to operate as a charity. The only reason they're willing to stump up the cash to buy the business in the first place is the expectation that they'll make money. It's also not bad for the original owners either, because the fact that they hold to PE rather than someone else, or liquidating it, suggests that the PE offered a better deal than either.

>But if a publicly listed company goes bankrupt, shareholders lose their money

Often times yes, but sometimes not, eg. hertz.

youarentrightjr a day ago | parent [-]

> despite your best efforts

Citation needed.

ksenzee a day ago | parent | prev | next [-]

If you’ve ever spoken to employees of a public company that was sold to private equity, you’ll know how much of a difference there is. It is a significant difference.

CPLX a day ago | parent | prev [-]

> The rest of the shareholders (eg. pension funds, insurance companies, endowments, family offices) can be assumed to behave like ruthless capitalists chasing the highest returns, regardless of whether the company is public or not.

Right but they are seeking the highest returns as equity holders typically, usually through things like stock buybacks.

Private equity firms have much more devious ways of looting the companies, like management fees, acquiring other portfolio companies, and various other tricks.

If you’ve ever seen the Goodfellas scene where they bust out the nightclub, that’s quite literally their business model.

gruez a day ago | parent [-]

>Private equity firms have much more devious ways of looting the companies, like management fees, acquiring other portfolio companies, and various other tricks.

"looting the companies" is non-nonsensical when they also own it. It's like saying a scrap yard is "looting" the cars it bought by taking out the valuable parts to resell or whatever. The rest of the stuff might make sense in the context of the LPs getting screwed over, but not in the context of portfolio companies that they own.

andrew_lettuce a day ago | parent | next [-]

PE puts very little of their own money into the deal though, while they own it they don't buy it. They use incredibly high leverage and often saddle the company with monstrous debt, then loot the assets to pay the interest and take management fees while doing all this. Red lobster is a great recent example. They sold off all the real estate, then had stores lease it back, turning profitable locations into losers. They often do the same thing with manufacturing, goodwill, brandnames and sales channels.

Think of this like an oil well. If you pump off all the gas, you depressurize the reservoir and can never get the oil. You need to slow your production to get the oil first, but private equity is happy to skim the cream and leave the milk to spoil.

mbesto 12 hours ago | parent [-]

> PE puts very little of their own money into the deal though, while they own it they don't buy it.

This is simply untrue. A typical PE firm creates a GP fund using LPs money. This GP fund typically does a management buyout (which means 50.1% of more) of several companies using a mix of equity (e.g. GPs capital) and debt (banking lenders). So by every definition of the word, they absolutely own the company.

CPLX a day ago | parent | prev [-]

What you’re saying just isn’t true.

Looting the companies is accomplished by stacking up debt and then giving themselves the money. Occasionally there are a few variations like looting a pension fund or taking a high quality product and making it horrible and selling that until people notice.

It’s literally their business model, it’s happened thousands of times and is a very clear fixture of the modern American business climate.

If you don’t know this it’s because you aren’t looking or it’s in your interest to say you don’t know this.

mbesto 12 hours ago | parent [-]

> It’s literally their business model

It's literally not. It happens to be the business model for a subsection of private equity (usually large cap) and its the one that gets most headlines. There are roughly ~5,000 M&A events per year (often involving PE) and yet you'll hear about 5~10 at most cases where the company gets loaded with debt and stripped of assets. The large plurality of PE groups are buy and hold for 4~7 years and are largely focused on EBITDA expansion.

> If you don’t know this it’s because you aren’t looking or it’s in your interest to say you don’t know this.

No offense, but you clearly don't know what you're talking about.

venturecruelty a day ago | parent | prev [-]

Galaxy brain: both are bad, although at least a public company is, ostensibly, trying to make a good or provide a service (lol).

gruez a day ago | parent [-]

>although at least a public company is, ostensibly, trying to make a good or provide a service (lol).

/s?

venturecruelty a day ago | parent [-]

No? Companies aren't about making things anymore, they're about stock buybacks and making as much money as possible while doing as little as possible (or selling our data). That's why the refrigerators have ads and break after two years. At least private equity is more honest about being vulchers, whereas Kohler is going to look you dead in the eyes and try to convince you you need a toilet with a camera in it. What a joke.

gruez a day ago | parent [-]

>At least private equity is more honest about being vulchers,

Again, what's the basis of this? Half the people in this thread seem to take it for granted that PE is somehow "worse" than public companies, but can't seem to articulate why. The only legal difference between public companies and "private equity" is that the former has stricter reporting requirements and can be bought by non-accredited investors. There's nothing about "ostensibly, trying to make a good or provide a service" or whatever.

edoceo a day ago | parent [-]

PE does this wealth extraction trick which breeds the ill-will.

Eg: purchase a few mom&pop veterinarian business in some area. Squeeze the service rates, trim hours, reduce staff, add some debt. The PE investor gets cash out - the business is destroyed and the community loses a (critical? valuable?) service.

It's a common pattern. But not all PE is like this. Like "not all men" and "not all guns" - but enough that the pattern is easily associated - and disliked by many w/o the power to keep them out.