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Modern mergers and acquisitions, or M&A as it's more commonly known, is a new phenomenon. The buying and selling, the breaking up and combining of companies-the essence of M&A-has been a part of commerce throughout history, but only in our era has M&A itself become a business. In 2007, before the recession hit, it was a $4.4 trillion global enterprise. And yet, it remains largely unexplored. Discrete stories have been pulled from the annals of M&A, both true and fictionalized, that havebecome touchstones for wealth and excess. Who can forget Gordon Gekko and his "Greed is Good" speech? But while there have been a few iconic characters and tales to emerge, no one has told the rich history of M&A, until now. This is a look into that world and the people who created it. This reads like Dallas meets Wall Street, told through an intriguing narrative that not only brings to light in gritty detail all of the back room drama of such powerful players as Carl Icahn and Ronald Perelman,Marty Lipton and Joe Flom, Jimmy Goldsmith and Sumner Redstone, but also reveals how the new generation, including activist whirlwind Bill Ackman and iconoclastic new Delaware judge Leo Strine, will dominate the next tsunamic, and imminent, M&A boom.… (more)
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In the meantime, owners, employees, cities and the public find a decreasing market for their goods and services as corporations close, manufacturing is outsourced, and incomes drop. Shareholders are ignored. One player told a judge in Delaware, the state that licenses more corporations than would be able to actual reside there, “When you deny the shareholders an active participation,, what the corporation is doing is inviting the Ralph Naders and Senator Metzenbaums’‘’ to opt for government regulation of corporations as the best way to hold managements accountable. Accountability is the ball game.”
In 2012, the richest 10 percent benefitted from more than half of the income generated. The top 1 percent increased almost 20 percent while the bottom 99 percent grew only 1 percent. While not all of the income comes from inheritances, much of it is generated by people using family money for new investments. Tax breaks, instituted in the 1980s, reduced their tax rate more than forty percent but even that wasn’t good enough for some corporations who used legal deductions and methods to reduce that cost to zero. Which means they have even more money available to buy more corporations. John Weir Close believes that some of the changes have enabled more people to participate in M & A. That is true only if he’s still referring to the ultra-wealthy, regardless of gender, race, sexual orientation, etc.
What does it mean for the average American? Fewer opportunities for independent businesses to survive. Example: the mom and pop stores forced to close when a national chain, such as Starbucks or Walmart, moves into the area. The US news media is mostly owned by six companies. In a time when many people get their information from the internet or tv news, newspapers staffs are severely reduced and some newspapers are entirely eliminated. Local issues are largely ignored.
In A GIANT-COW TIPPING BY SAVAGES: The Boom, Bust, and Boom Culture of M & A, John Weir Close aims his microscope at the people and companies responsible for the consolidation of companies. He names names of both the M & A companies and the players. Their meetings and business practices often sound like a group of immature college freshmen fueled by drugs, alcohol, and sex.
He describes the various techniques used by the monied men beginning in the 1980s explaining the methods such as greenmail, leveraged buyouts, hostile takeovers, and poison pills. “A hostile takeover was always infinitely more fun and lucrative for the bankers and lawyers of the day.” Driven by greed, some crossed the line and a few served jail time.
In Columbus, Indiana, in 1990, a major company had been manufacturing diesel engines since 1919. The family’s philanthropy helped the city in many ways. Using lies and exploiting the rules for carrying out transactions, the M & A outsiders tried to take over the business. The townspeople showed up en masse to protest at their annual meeting. One of the M & A lawyers finally saw, “You just realize that sometimes we get caught up in what we do for a living, this M & A thing, and you forget that it’s real people, real jobs, real communities–that’s what’s at stake. It’s real life. It’s more than just a tactical game. We should never forget that.”
As someone who is not a financial wonk, I found the book quite well-written, relatively easy to understand, and very informative. My only complaint is that occasionally information (e.g., the death of a relative) is presented that seems to be just showing what the author knows, not to advance the content.
I received a review copy of this book from LibraryThing.
The title of this book comes from Ted Turner describing his feelings about AOL-Time Warner merger; through you wouldn’t know it until nearly the end of the book and until then you wondered why Close or his publisher decided on the title. Then there were the vignettes of Robert Campeau and Ilan Reich that were prominently displayed within the book, but either interrupted the flow of the text or where just there and only later showed to be an illustration of what was happening in the overall industry. And then there are the sentences that have to be read more than once to understand what Close to talking about or approximate what he means.
The descriptions of the various deals throughout the 1980s and earlier 90s, the period Close focuses on the most, and the history leading up to and sometimes after are the best part of this book. Having previously read Barbarians at the Gate I was familiar with the most famous M&A deal of all-time and with all the key players. Close gives the reader a look at all the other major deals before and after RJR Nabisco, but also the relatively minor in financial terms but had a major impact in the Delaware courts and thus had affected larger deals.
John Weir Close was ambitious in attempting to give the modern history of M&A in A Giant-Cow Tipping by Savages, but the final product is unfortunately not equal to that ambition. The highlight of Close writing is when he describes the events surrounding a major deal. However connecting between these major deals is at times an intellectual trudge in figuring out how he’s tying these to one another.
This is a good book, and should not be missed by those interested in M&A history.
The deals follow a similar pattern: an offer is made, based on some strategic or financial objective for the buyer; an auction ensues as
The portraits of the players are entertaining and the excesses of bankers, CEOs, dealmakers, and lawyers are chronicled. Excessive behavior includes dinners and parties - even something called the Lucky Sperm Club gets a few pages.
The takeover industry as described in Cow-Tipping is fueled by those who profit on the transaction, good or bad. The players are clever but not admirable. Benefits in terms of fees fall to this crew with little regard for the consequences. There is one paragraph where, in reflection on a hostile takeover of a midwestern company (and the company town), one of the players realizes that real people are affected by these actions, but that's about it for the consequences bit.
This is a well written book that doesn't defend capitalism as creative destruction. It will fuel the anti-Wall Street sentiment prevalent today.
Is it an essay on finance? Certainly because its style grasps the reader's attention even when explaining rather dry legal and financial mechanisms enabling corporate governance;
is it a history of Merger and
The Notes and Index section of this book enable to find diverse cinematographic documentaries, books, trial memoranda, case studies, interviews of renegade capitalists, raiders, flamboyant billionaires who Caribbean Pirate Henry Morgan would not have disavowed as worthy of his crew. Court actions involving investment bankers, the raiders themselves, jaunty judges disgruntled shareholders and uncivil legal counsels, are described to describe the climax of thousands of billable hours and sleepless nights by the accountants, attorneys, paralegals who work to put these deals together.
Mr. Close's conclusion is that M & A activity "tipped over the contented cow that was corporate America and broke down the fences that enclosed its lush pastures." Also part of this conclusion is the analysis that 15, 000 families have incomes of $9.5 million or more a year which allows the author to quote Louis Uchitelle in the New York Times:
"Such a concentration at the very top occurred in 1915 and 1916, as the Gilded Age was ending and again briefly in the 1920s, before the stock market crash."
This book would interest professionals and non-professionals alike. A Chronology and graphs showing the historical activity of M & A could have been added by publisher McMillan.
As a serious history, it would need a more coherent presentation of the sequence of events that made M&A such a powerful force in modern economic history. It would also need a more detailed account of how the M&A movement affected other areas of finance that ultimately led to the Great Recession of 2007.
As an anecdotal story of the process, a more clearly delineated sketch of the people involved would have made the story more entertaining. A closer look at the people who seem central to the M&A environment (Joe Flom, in particular) would have given this book a greater sense of cohesiveness and personality.
As it is, Mr. Close tries to make the book both things, and succeeds only marginally at both. There is an inordinate amount of jumping about in time which makes the book seem like a rough draft. Certain individuals are examined in some detail (Ilan Reich, for instance; Kluge, for another), but other people who seem so central to the entire history of M&A seem to get short shrift. Joe Flom, who seems to be mentioned on just about every other page, is never given full treatment - even though he could be thought of as the father of modern M&A. Carl Icahn, as important as he is, is mentioned anecdotally, but never really treated seriously - only as a caricature.
This is a book for people already steeped in M&A who are interested in some additional insights. The book presupposes that the reader has familiarity with basic financial and investment concepts. It is interesting, and it has its moments, but Close needs to settle on just what he is trying to accomplish here.
There is a lot of material here and the text is perhaps not for a casual reader. That being said, the development of the M & A sector is well-documented through chapters focusing on key deal, developments, and players in that market. It gives the historical narrative a personal feel and does help the reader to understand this massive amount of stock, money, and commercial movement on an individual level.
The writing is colorful and seems to draw on a number of sources, many of them primary or secondary. This adds weight to arguments and color to the stories presented. It is feels fairly random as the time-line seems to jump around a lot. This can be tough to follow for the casual reader or those not too familiar with financial history, terminology, etc. The "essays" themselves are interfering but it seems as if little effort was made to connect them in the book but for the most common chronological elements.
A decent book with interesting source material but the execution might dissuade all but those most interested in financial history.
I scored in the 99th percentile on the GRE Verbal and 97th percentile on the GRE Writing, so I would say my vocabulary and comprehension is generally very adequate, yet in several places the author completely lost me because he used dense language and words that were both too long (and had shorter synonyms) and too unordinary. Veblen at least limits himself to words that might be tested on the SAT, and his books are all fairly short; this book is not short, and many of the words of which I complain are not words that would appear on a standard SAT vocabulary list (many of which words most people find to be too long and useless as is). Perhaps the author should go back and take a look at Orwell's "Politics and the English Language," where Orwell says never to use a long word where a short one will do.
The author is a lawyer and a journalist. He founded the M&A Journal and was an editor at The American Lawyer. His book seems to wrap more
You may guess from the title that Mr. Close may have warm feelings for M&A nostalgia, but has no love for the players. He dwells on their flaws. For many of the key players, those flaws were deep.
Many of the deals were deeply flawed. Bidders were fueled by fee-seeking advisers, cheap debt, and hubris. Many of the deals highlighted in the book lead to poor or disastrous results for the companies involved. The reality is that many of the mergers did not necessarily prove beneficial. The resulting company was laden with too much debt or managers who didn't understand the business.
The book starts by painting the corporate raiders as savages who brought down the managerial elite. CEOs and boards were sitting in comfortable seats and never feared that someone would come along and try to takeover their companies. Companies were then viewed for the break up values and the savages could rip it into pieces to create more value.
The book's title comes from a statement by Ted Turner during the AOL acquisition of Time-Warner. He didn't understand how a publisher, trying to sell magazines for a few dollars an edition, could combine with a company trying to give that content away for free. Turner was proved right as the AOL Time Warner merger is one of the worst business combinations of all time and cost Turner a fortune.
Since the book is really collection of stories, it is uneven. Some stories and some players are more interesting than others. Mr. Close is better at eliciting an interesting story in some chapters, but not others. At many times, the lawyer side takes over and dwells on uninteresting minutiae.
If you loved the merger stories of the 1980s you'll like the book. Otherwise it may not be a good addition for your to-read stack.
Disclosure: The publisher sent me a copy of the book to review.
Having been born in the mid-to-late 1980s, my big accomplishment of the decade was potty training. Having been a history major and later a non-profit/museum professional, the world of mergers and acquisitions (M&A) was not
That said, even for a novice, Cow-Tipping is a fascinating look at the cutthroat world of M&As with an emphasis on the 1980s. The anecdotes are absorbing, sometimes grotesque, and are interspersed with the legal and professional battles being fought in boardrooms and courtrooms.
Since I don't have the business/legal background, I can't speak to the accuracy of the people and events involved, and many of the concepts were still confusing (my shortcoming, not the author's). However, I think the fact that this medieval historian was able to grasp most of what was talked about speaks favorably to Close's descriptions and writing style.
Recommended.