A proposal to take Indigo Books & Music Inc. private would allow the company to get back on track with less scrutiny and more flexibility than if it remained public, experts say.

The company has spent the bulk of the last year recovering from a major cyberattack, coping with a succession of leadership changes and watching its losses mount. It含羞草研究社檚 been using a transformation plan to return the company to its former glory but has said little about what the initiative entails, though it laid off an unspecified number of workers last month.

A privatization proposal announced by the company Thursday would allow that work to continue without public and shareholder pressure, corporate governance experts say.

含羞草研究社淚 think the rationale is not to be saddled with public reporting responsibilities because Indigo has been through a lot,含羞草研究社� said Richard Leblanc, a professor of governance, law and ethics at York University in Toronto.

The requirements and costs associated with auditing, compliance and disclosure that come from being listed on the stock exchange are 含羞草研究社渙nerous.含羞草研究社� There are also certain committee and board structures companies must use.

含羞草研究社淵ou含羞草研究社檝e got significant requirements from a governance point of view,含羞草研究社� Leblanc said.

含羞草研究社淏ut once you are not listed, then there含羞草研究社檚 very little regulation over governance.含羞草研究社�

The proposal to take Indigo private was contained in a non-binding offer from Trilogy Retail Holdings Inc. and Trilogy Investments L.P., which would see them pay $2.25 per share in cash for the stake in Indigo they do not already own.

含羞草研究社淭he offer is very generous, but it含羞草研究社檚 basically the same people on the offer side and also on the receiving side,含羞草研究社� said Kai Li, the Canada Research Chair in corporate governance who teaches at the University of British Columbia.

Li was alluding to the fact that the Triology companies are owned by controlling shareholder Gerald Schwartz, the Onex Corp. founder and chairman who sits on Indigo含羞草研究社檚 board of directors and is the spouse of Indigo chief executive Heather Reisman.

Through the Trilogy firms, Schwartz owns about 56 per cent of Indigo含羞草研究社檚 issued and outstanding common shares, while another 4.6 per cent belong to Reisman through a different holding company.

Indigo spokesperson Madison Downey said the board has established a special committee of independent directors to evaluate the proposal and 含羞草研究社渁ny viable alternatives that may be available to the company.含羞草研究社�

She did not say how soon the board would review the proposal, but said Indigo would 含羞草研究社減rovide updates if and when necessary in accordance with applicable securities laws.含羞草研究社�

Reisman retired last summer and turned the business over to Peter Ruis. He left the company abruptly in September, paving the way for Reisman to return.

Before Reisman含羞草研究社檚 retirement as executive chair and a director in August, four of Indigo含羞草研究社檚 10 directors left the board, with Dr. Chika Stacy Oriuwa attributing her resignation to a 含羞草研究社渓oss of confidence in board leadership含羞草研究社� and 含羞草研究社渕istreatment.含羞草研究社� Other executives left shortly after.

While Trilogy has yet to publicize how it could shape Indigo, it has said it is not interested in selling any of its shares, which were up 46 per cent to $2.16 in Friday afternoon trading.

含羞草研究社淭he price already bumped to the level that the privatization proposal offered, so that含羞草研究社檚 suggesting the market already expects the deal will go through,含羞草研究社� Li said.

One of the benefits of accepting the proposal and going private is that it allows the company to be 含羞草研究社渄rastic含羞草研究社� with its transformation, which Li said is much needed.

含羞草研究社淒espite all their best effort, they are not doing well. They are bleeding cash,含羞草研究社� she said.

Indigo saw a net loss of $22.4 million in its latest quarter compared with $15.9 million a year earlier.

含羞草研究社淭hat含羞草研究社檚 not sustainable for them,含羞草研究社� Li said.

She expects Trilogy含羞草研究社檚 proposal to be accepted because Schwartz and Reisman are such prominent shareholders.

But just because Reisman and Schwartz have a relationship doesn含羞草研究社檛 mean the proposal is a done deal, Leblanc pointed out.

含羞草研究社淚t wouldn含羞草研究社檛 dissuade a serious investor from counter-offering with a higher proposal,含羞草研究社� he said.

Several investors would see the chance to own a retailer as big as Indigo as attractive and if they made an offer, Canadian laws require the company to consider it.

Willingness to pay even more for Indigo could push Trilogy to have to boost their bid, Leblanc added.

Tara Deschamps, The Canadian Press