[imtringued]

You have a company "funded" with its own equity and now you turned it into a company exclusively made out of outside capital and an obligation to realize the terms of said outside capital.

Before, you could have had bad years in-between the good years, now you're only permitted to have good years and by good years I mean years that honor the financing terms.

When you understand this, you realize that functionally speaking, nothing has changed really, other than that the cost of financing has gone up significantly, since the company can't rely on its own equity anymore. Now the company can no longer earn what it currently earns, it needs to earn that plus some. Hence the deal was nothing but a burden to the acquired company.

The previous owners realized the value of their shares and don't have anything to complain about. The new owner acquired control over the company they wanted. So who is left to carry the burden? The employees and the customers.

[xnx]

Why did the previous owners sell?

[nyeah]

In theory, the high share price driven by the LBO offer.

[xnx]

Seems reasonable for two consenting parties to mutually agree to a deal.

[nyeah]

It can be, sure. But a two-way deal might also affect third parties.

Example: what if Adleman hires Rivest to put laxative in Shamir's soup? Two consenting parties have made a deal. Shamir freely chooses to eat his soup, despite knowing that he has only imperfect information.

So that scenario works out as desired.

But intrusive government regulation might come into play. Maybe the state prohibits poisoning soup. That harms the free market, and it's wrong. But, perversely, Shamir might benefit (at Adleman and Rivest's expense).