Definition
Delisting is the formal removal of a company’s securities from a public stock exchange (NYSE, Nasdaq, etc.). Delisting follows the back-end merger in a take-private and is initiated by the company filing Form 25 with the SEC.
What changes
- Shares no longer trade on the exchange
- Most institutional ownership is forced to exit (mandate restrictions on non-listed securities)
- Exchange-mandated governance requirements (independent directors, audit committees, etc.) no longer apply
- Public reporting under the Exchange Act may continue or be terminated via Form 15 deregistration
Sequence with deregistration
- Form 25 — delisting from the exchange (effective ~10 days after filing)
- Form 15 — deregistration under §12(g) (eliminates §13/14/15(d) reporting obligations); effective when fewer than 300 holders of record remain, or 90 days after filing if other conditions are met
Why it matters
Delisting + deregistration is what truly converts a “private” company that used to be public into one with no SEC reporting overhead.