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Lesson 2 of 5 11–14% of the exam

You are reading the 2026 curriculum (exams up to November 2026). Sitting in February 2027 or later? Go to the 2027 Equities guide.

Public vs private equity: venture capital, buyouts and PIPEs

Private equity is issued to a limited group of investors and does not trade on an exchange. It is illiquid, priced by negotiation and lightly disclosed, but its owners can take a long view and often influence management. The three main types are venture capital, leveraged buyouts and private investment in public equity (PIPE) deals.

4 min cram, 20 min full read. Based on the 2026 CFA® Program Level I curriculum, Equity Investments, Learning Module 4. This is the 2026 version of the lesson. Sitting in February 2027 or later? Read the updated 2027 version.

Tailor this to you: take the self-assessment

Before this: Common shares and preference shares

On the exam

  • Compare and contrast public and private equity securities

Compare and contrast public and private equity securities, and recognize venture capital, leveraged buyouts, management buyouts and PIPEs from a short description. Expect a scenario to classify and a statement to judge as true or false.

How deeply to learn each part
Know the idea
Understand it in general. It frames other topics, but you will not calculate with it.
Use it
Understand it well enough to solve a question with it. Recognize when it applies.
Memorize
Learn it by heart. The exam will not give it to you.

You know this one. The full lesson is folded away. The takeaways, formulas and checkpoint below are your quick refresher, and the checkpoint is a fair test of whether you still do.

You tested strong here. The full lesson is folded away. The takeaways, formulas and checkpoint below are your quick refresher, and the checkpoint is a fair test of whether you still know it.

Cram mode: the one-screen version of this lesson. Switch to Full for the explanations, worked examples and interactives.

How does private equity differ from public equity?

Public equity is shares listed on an exchange. Anyone can buy them, prices are quoted all day, and the company must publish detailed, audited results. Private equity securities are issued mainly to institutions and other qualified investors through a private placement , a sale to selected buyers instead of the general public. Because they are not listed, there is no active secondary market. A buyer who wants out must negotiate with another investor.

That one difference drives all the others.

Public equityPrivate equity
Who can buyanyonequalified investors, through private placements
Liquidityhigh, exchange-tradedlow, no active secondary market
Pricemarket price every daynegotiated, valued infrequently
Disclosureextensive regulatory reportinglimited
Owners’ influencelow for most holdersoften high (board seats)
Horizonmanagers can be pushed toward short-term resultslong-term focus possible
Costslisting, reporting and investor-relations costsfewer reporting costs, but a higher required return for illiquidity
Loading the interactive

Two points are easy to get backwards. First, private equity is not safer because its prices are steadier. The prices are steadier only because they are measured rarely, and the investor still carries the risk of illiquid, hard-to-value holdings. Second, being private cuts costs: no exchange fees, fewer filings, no quarterly calls with analysts. The price of that is illiquidity, which investors cover by demanding a higher return.

Exam tip Whenever the exam says “private”, think: less disclosure, less liquidity, more control, longer horizon, higher required return.

What are the three types of private equity?

The curriculum names three, and each is easiest to remember by who the target is.

The three main kinds of private equity
Private equity investingshares that do not trade on an exchange
  • Venture capital Memorize young company, equity for growth, exit by IPO or sale
  • Leveraged buyout (LBO) Memorize listed company bought with heavy debt and taken private
    • Management buyout Memorize the buyers are mainly existing managers
  • PIPE Memorize listed company sells shares privately, usually at a discount

Venture capital funds young companies, from the seed stage through early growth and expansion. Investors range from friends and family to dedicated funds. The risk is high and the money is locked in for years. The return arrives at the exit, when the company goes public in an initial public offering (IPO) or is sold, often 3 to 10 years after the start.

A leveraged buyout (LBO) is the purchase of a listed company, usually all of its shares, by a group of investors using a large amount of debt. Afterward the shares stop trading and the company is private. Good targets have undervalued assets that can be sold to cut the debt, and strong cash flows to pay interest. The aim is to improve the business and then relist it or sell it. When the buyers are mainly the company’s own managers, the deal is a management buyout .

A private investment in public equity (PIPE) goes the other way round. A listed company that needs capital quickly sells a block of new shares privately to a small group of investors. Because the need is urgent and the block is large, the buyers can often negotiate a price below the market price.

Why do companies stay private, or go private?

Going private lets management concentrate on long-term value instead of quarterly targets, and removes the costs of listing and public reporting. Public markets offer the opposite: a large pool of capital, liquidity, and the discipline of public scrutiny, which tends to push companies toward better governance. Private equity owners also tend to have longer holding periods now than in the past, which gives them time to fix operating problems.

Go deeper Why private valuations look smoother than public ones

Private holdings are valued rarely, often from models or from the last negotiated deal. Appraised values move slowly and lag the market, which is called smoothing. Measured risk looks lower than the true economic risk. This matters in Portfolio Management and Alternatives, where you compare private and public returns on a like-for-like basis.

Go deeper Why companies stay private longer

Private capital is now deep enough that a company can raise large sums without listing. That lets founders keep control and avoid public reporting for longer. The cost is that ordinary investors cannot buy in until later, if ever.

Memorize this

MemorizePublic vs private equity

PublicPrivate
Buyersanyonea limited group of institutions and qualified investors
Liquidityhigh, exchange-tradedlow, no active secondary market
Pricequoted dailynegotiated, valued rarely
Disclosureextensivelimited
Owners' influencelow for most holdersoften high
Horizonshort-term pressurelong-term focus possible
Running costslisting and reporting costslower reporting costs

Memory hook Private equity trades liquidity and transparency for control and patience.

Know it cold Private investors demand a higher return to pay for illiquidity.

MemorizeThree types of private equity

TypeTargetFundingExit
Venture capitalyoung, unlisted companyequityIPO or sale, often in 3 to 10 years
LBO / MBOlisted company taken privatemostly debtrelisting or sale
PIPEalready listed companynew shares sold privately, at a discountholder sells later

Memory hook PIPE has "public" in its name: the issuer is listed, the sale is private.

Know it cold MBO is an LBO where the buyers are the managers.

The three main kinds of private equity
Private equity investingshares that do not trade on an exchange
  • Venture capital Memorize young company, equity for growth, exit by IPO or sale
  • Leveraged buyout (LBO) Memorize listed company bought with heavy debt and taken private
    • Management buyout Memorize the buyers are mainly existing managers
  • PIPE Memorize listed company sells shares privately, usually at a discount

How it is asked

  1. Classify the transaction

    A listed biotech urgently needs cash and sells new shares at a discount to three institutions, with no public offering.

    PIPE: public issuer, private sale. Trap: venture capital (unlisted firms only).

  2. Which statement about private equity is true

    Compared with public equity, private equity has:

    Greater ability to focus on the long term. Wrong: more disclosure, more frequent price discovery.

  3. Who buys in a management buyout

    Senior managers buy the company from its public shareholders using mostly borrowed money.

    Management buyout (a kind of LBO).

  4. PIPE proceeds

    Market price 24.00, 2 million new shares at a 15% discount. Proceeds?

    24.00 × 0.85 × 2,000,000 = 40.8 million. Traps: 48.0 million (no discount), 7.2 million (the discount).

Exam traps

  • Thinking private equity is less risky because its reported values move less. Valuations are infrequent and smoothed; the risk is still there.
  • Calling a PIPE a venture capital deal. In a PIPE the issuer is already listed.
  • Forgetting that private companies face lower reporting and listing costs.
  • Treating every buyout as an MBO. A management buyout is only the case where managers are the buyers.

Checkpoint

4 exam-style questions. About 90 seconds each.

  1. 1A listed biotech company that urgently needs capital sells new shares at a discount to three institutional investors without a public offering. This is best described as a:

  2. 2Compared with public equity, private equity is most likely to have:

  3. 3A group of a company's senior managers buys the company from its public shareholders using mostly borrowed money. This is best described as a:

  4. 4A listed company's shares trade at 24.00. It sells 2 million new shares to a few institutions in a private placement at a 15% discount to the market price. The money raised is closest to:

Key takeaways

  • Private equity: illiquid, negotiated prices, little disclosure, more control, longer horizon.
  • Venture capital funds young companies; LBOs take listed companies private with debt; PIPEs raise money privately for listed firms.
  • Investors demand a higher return for illiquidity.

Questions about this lesson?

Where this comes back

Questions candidates ask

What is the difference between public and private equity?

Public equity trades on exchanges and is open to anyone, with extensive disclosure. Private equity is sold to a limited group, is illiquid, is priced by negotiation and has limited disclosure.

What is a PIPE?

A private investment in public equity: a listed company sells shares directly to a few investors, usually at a discount, to raise money quickly.

What is a leveraged buyout?

An acquisition, usually of a listed company, financed mostly with debt, after which the company is taken private. If the buyers are mainly its managers, it is a management buyout.

Spotted an error? Tell us and we will fix it.

  1. Common shares and preference shares
  2. Public vs private equity: venture capital, buyouts and PIPEs
  3. Investing in foreign shares: direct, depository receipts and global shares
  4. Risk and return of equity securities, and why companies issue them
  5. Book value vs market value, ROE and the cost of equity

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