The Titans Of Takeover

The story told in The Titans of Takeover is that of the corporate raiders - the men who in the 1980s discovered great financial opportunities in seizing control of someone else's business, often at bargain prices. With millions of dollars at stake, these raiders aroused massive public attention and, depending on point of view, were for a while either the villains or the saviors of American business. The book looks not only at the raiders, but also at other featured players in the takeover game: the investment bankers, attorneys, and arbitragers. Profiled in these pages are the leading figures in the American takeover field, including T. Boone Pickens, Carl Icahn, Saul Steinberg, and Ted Turner as well as such behind-the-scenes personalities as lawyers Martin Lipton and Joseph Flom, investment bankers Joseph Perella and Bruce Wasserstein, and arbitrager Ivan Boesky. Book jacket.

The intimate, fly-on-the wall tale of the decline and fall of an America icon With one notable exception, the firms that make up what we know as Wall Street have always been part of an inbred, insular culture that most people only vaguely understand. The exception was Merrill Lynch, a firm that revolutionized the stock market by bringing Wall Street to Main Street, setting up offices in far-flung cities and towns long ignored by the giants of finance. With its “thundering herd” of financial advisers, perhaps no other business, whether in financial services or elsewhere, so epitomized the American spirit. Merrill Lynch was not only “bullish on America,” it was a big reason why so many average Americans were able to grow wealthy by investing in the stock market. Merrill Lynch was an icon. Its sudden decline, collapse, and sale to Bank of America was a shock. How did it happen? Why did it happen? And what does this story of greed, hubris, and incompetence tell us about the culture of Wall Street that continues to this day even though it came close to destroying the American economy? A culture in which the CEO of a firm losing $28 billion pushes hard to be paid a $25 million bonus. A culture in which two Merrill Lynch executives are guaranteed bonuses of $30 million and $40 million for four months’ work, even while the firm is struggling to reduce its losses by firing thousands of employees. Based on unparalleled sources at both Merrill Lynch and Bank of America, Greg Farrell’s Crash of the Titans is a Shakespearean saga of three flawed masters of the universe. E. Stanley O’Neal, whose inspiring rise from the segregated South to the corner office of Merrill Lynch—where he engineered a successful turnaround—was undone by his belief that a smooth-talking salesman could handle one of the most difficult jobs on Wall Street. Because he enjoyed O’Neal’s support, this executive was allowed to build up an astonishing $30 billion position in CDOs on the firm’s balance sheet, at a time when all other Wall Street firms were desperately trying to exit the business. After O’Neal comes John Thain, the cerebral, MIT-educated technocrat whose rescue of the New York Stock Exchange earned him the nickname “Super Thain.” He was hired to save Merrill Lynch in late 2007, but his belief that the markets would rebound led him to underestimate the depth of Merrill’s problems. Finally, we meet Bank of America CEO Ken Lewis, a street fighter raised barely above the poverty line in rural Georgia, whose “my way or the highway” management style suffers fools more easily than potential rivals, and who made a $50 billion commitment over a September weekend to buy a business he really didn’t understand, thus jeopardizing his own institution. The merger itself turns out to be a bizarre combination of cultures that blend like oil and water, where slick Wall Street bankers suddenly find themselves reporting to a cast of characters straight out of the Beverly Hillbillies. BofA’s inbred culture, which perceived New York banks its enemies, was based on loyalty and a good-ol’-boy network in which competence played second fiddle to blind obedience. Crash of the Titans is a financial thriller that puts you in the theater as the historic events of the financial crisis unfold and people responsible for billion of dollars of other people’s money gamble recklessly to enhance their power and their paychecks or to save their own skins. Its wealth of never-before-revealed information and focus on two icons of corporate America make it the book that puts together all the pieces of the Wall Street disaster.

This book focuses on the 11 men, lawyers and bankers, who are responsible for the creation of Wall Street's merger industry. It specifically concentrates on the events and personalities who dominated Wall Street during the takeover battles of the 1970s and 1980s. Lawyers Joe Flom and Marty Lipton, the godfathers of modern M&A, educated bankers on takeover laws and regulations as well as tactics. Flom and Lipton were also superlative businessmen who built their own firms to become Wall Street powerhouses. The two men drew into their orbit a circle of bankers. Felix Rohatyn, Ira Harris, Steve Friedman, Geoff Boisi, Eric Gleacher and Bruce Wasserstein were close to Lipton. Robert Greenhill and Joe Perella were close to Flom. M&A Titans provides insight into the culture of the different investment banks and how each of the bankers influenced the firms they worked in as they became more powerful. Some such as Gleacher, Harris, Wasserstein, Perella and Greenhill clashed with the men running their firms and left. Others such as Friedman and Boisi stayed and profoundly influenced how the firm did business. The career of Michael Milken, perhaps the notorious name on Wall Street in the 1980s, is also examined as well as the actions and tactics of his firm, Drexel Burnham Lambert. Milken and Drexel paved the way for the growth of private equity and helped popularize attacks on management by investors such as Boone Pickens and Carl Icahn.

For decades, the public company has played a dominant role in the American economy. Since the middle of the 20th century, the nature of the public company has changed considerably. The transformation has been a fascinating one, marked by scandals, political controversy, wide swings in investor and public sentiment, mismanagement, entrepreneurial verve, noisy corporate "raiders" and various other larger-than-life personalities. Nevertheless, amidst a voluminous literature on corporations, a systematic historical analysis of the changes that have occurred is lacking. The Public Company Transformed correspondingly analyzes how the public company has been recast from the mid-20th century through to the present day, with particular emphasis on senior corporate executives and the constraints affecting the choices available to them. The chronological point of departure is the managerial capitalism era, which prevailed in large American corporations following World War II. The book explores managerial capitalism's rise, its 1950s and 1960s heyday, and its fall in the 1970s and 1980s. It describes the American public companies and executives that enjoyed prosperity during the 1990s, and the reversal of fortunes in the 2000s precipitated by corporate scandals and the financial crisis of 2008. The book also considers the regulation of public companies in detail, and discusses developments in shareholder activism, company boards, chief executives, and concerns about oligopoly. The volume concludes by offering conjectures on the future of the public corporation, and suggests that predictions of the demise of the public company have been exaggerated.

The epic battle of the fascinating, flawed figures behind America's deal culture and their fight over who controls and who benefits from the immense wealth of American corporations. Bloodsport is the story of how the mania for corporate deals and mergers all began. The riveting tale of how power lawyers Joe Flom and Marty Lipton, major Wall Street players Felix Rohatyn and Bruce Wasserstein, prominent jurists, and shrewd ideologues in academic garb provided the intellectual firepower, creativity, and energy that drove the corporate elite into a less cozy, Hobbesian world. With total dollar volume in the trillions, the zeal for the deal continues unabated to this day. Underpinning this explosion in mergers and acquisitions—including hostile takeovers—are four questions that radically disrupted corporate ownership in the 1970s, whose force remains undiminished: Are shareholders the sole “owners” of corporations and the legitimate source of power? Should control be exercised by autonomous CEOs or is their assumption of power illegitimate and inefficient? Is the primary purpose of the corporation to generate jobs and create prosperity for the masses and the nation? Or is it simply to maximize the wealth of shareholders? This battle of ideas became the “bloodsport” of American business. It set in motion the deal-making culture that led to the financialization of the economy and it is the backstory to ongoing debates over competitiveness, job losses, inequality, stratospheric executive pay, and who “owns” America's corporations.

Since the first edition of the Encyclopedia of White Collar and Corporate Crime was produced in 2004, the number and severity of these crimes have risen to the level of calamity, so much so that many experts attribute the near-Depression of 2008 to white-collar malfeasance, namely crimes of greed and excess by bankers and financial institutions. Whether the perpetrators were prosecuted or not, white-collar and corporate crime came near to collapsing the U.S. economy. In the 7 years since the first edition was produced we have also seen the largest Ponzi scheme in history (Maddoff), an ecological disaster caused by British Petroleum and its subcontractors (Gulf Oil Spill), and U.S. Defense Department contractors operating like vigilantes in Iraq (Blackwater). White-collar criminals have been busy, and the Second Edition of this encyclopedia captures what has been going on in the news and behind the scenes with new articles and updates to past articles.

"Every CEO and Corporate Director who has been in the path of the 'WOW! GRAB IT!' acquisition locomotive should read this book!" -- Charles R. Shoemate, Chairman and CEO, Bestfoods With global acquisition activity running into the trillions of dollars, the acquisition alternative continues to be the favorite corporate growth strategy of this generation's executives. Unfortunately, creating shareholder value remains the most elusive outcome of these corporate strategies. After decades of research and billions of dollars paid in advisory fees, why do these major decisions continue to destroy value? Building on his groundbreaking research first cited in Business Week, Mark L. Sirower explains how companies often pay too much -- and predictably never realize the promises of increased performance and competitiveness -- in their quest to acquire other companies. Armed with extensive evidence, Sirower destroys the popular notion that the acquisition premium represents potential value. He provides the first formal and functional definition for synergy -- the specific increases in performance beyond those already expected for companies to achieve independently. Sirower's refreshing nuts-and-bolts analysis of the fundamentals behind acquisition performance cuts sharply through the existing folklore surrounding failed acquisitions, such as lack of "strategic fit" or corporate culture problems, and gives managers the tools to avoid predictable losses in acquisition decisions. Using several detailed examples of recent major acquisitions and through his masterful integration and extension of techniques from finance and business strategy, Sirower reveals: The unique business gamble that acquisitions represent The managerial challenges already embedded in current stock prices The competitive conditions that must be met and the organizational cornerstones that must be in place for any possibility of synergy The precise Required Performance Improvements (RPIs) implicitly embedded in acquisition premiums and the reasons why these RPIs normally dwarf realistic performance gains The seductiveness and danger of sophisticated valuation models so often used by advisors The Synergy Trap is the first expose of its kind to prove that the tendency of managers to succumb to the "up the ante" philosophy in acquisitions often leads to disastrous ends for their shareholders. Sirower shows that companies must meticulously plan -- and account for huge uncertainties -- before deciding to enter the acquisition game. To date, Sirower's work is the most comprehensive and rigorous, yet practical, analysis of the drivers of acquisition performance. This definitive book will become required reading for managers, corporate directors, consultants, investors, bankers, and academics involved in the mergers and acquisitions arena.