I’m not familiar with Eric Nash, but his point seems to assume efficient markets, no poison pills, no transaction costs and etc. More importantly, if a public company becomes private, its cost of capital will probably be much higher, since the marginal investor may no longer be properly diversified and beta or whatever model one uses would be replaced by a total risk proxy or something in between. So private investors can’t instantly buy public companies because the value for them is actually differnt.
I am more familiar with Damodaran. In my opinion he does a pretty good job explaining how a change in control might increase value, even for minority holders, and I agree with most of his points.
Notice that control might add value. It might also not add any (in some cases it could even detract value).
If you pick a stupid company (severely underlevered, lots of non operating cash hanging around, growing with ROC below WACC, overpays for acquisitions, wasteful management, etc…), it’s not that hard to fix some of that stuff.
Take the case of a severly underlevered company that tries to “buy” grow by investing in negative NPV stuff. You may revalue it with a target leverage level and without the dumb growth - there you may have a few extra billions.
Investors can make it happen in practice, as long as they have control. If you’re Carl Icahn, you may just buy the company or buy 5% and start a big fuss - if you can influence the outcomes, the company will be worth more under you/your people than it was under stupid management.
If you’re some random guy from AF, the company may still be worth more, since the value of the company will be the (current value * the probability of nothing changing) + (optimized value * probability of stuff changing). The presence of activist investors, for instance, enhances the probability of things changing, and that enhances the value (and often the market prices - Damodaran has some data on this).
For a bad company, just the presence of activist investors may enhance value, since it enhances the probability of things getting better for the stockholders. Notice that activist investors such as Ackman, Loeb and Icahn don’t have to buy true control to have that influence.
Also, outside the US, a lot of crazy things happen and controlling shareholders can screw noncontrolling shareholders in a number of ways. When Inbev was formed, brazilians who owned the voting shares got all of the premium. Investors with non-voting shares got screwed.
The main point is that control is not valuable just because it’s control. Just like any other thing, it must be valued on a case-by-case basis. What it’s valuable is the ability to change the dumb stuff that happens in companies. For a well managed company, the control premium may very well be zero. Usually, the worse the company, the bigger the control premium.
Much better explanation if you have some spare time:
http://people.stern.nyu.edu/adamodar/pdfiles/papers/controlvalue.pdf