Gods at War : Shotgun Takeovers, Government by Deal, and the Private Equity Implosion

by Davidoff, Steven M.

• ISBN13: 9780470431290
• ISBN10: 0470431296
• Edition: 1st
• Format: Hardcover
• Copyright: 2009-10-05
• Publisher: Wiley

Summary

Gods at War is an engaging "must read" exploration of the modern takeover. This book examines this subject by drilling down on deals and events in the last few years that have forever changed the world of mergers and acquisitions. It will be a whirlwind tour of takeovers and the players in this arena, including private equity, strategic buyers, hedge funds, private equity, management, and sovereign wealth funds. Gods at War will not only explain all of the game-changing takeover events but also put them into context for readers who want to know what's going on behind the scenes on Wall Street. It will provide an explanation and analysis of these events and the players. The book will spell out the future direction of takeovers as well as the author's own prescriptions for needed reform. In telling this tale, Gods at War will cover the strategic issues that guide the modern-day takeover. But since takeovers unfold under the shadow of legal rules, Gods at War will particularly focus on the legal aspects of takeovers. The result will be a book that covers the strategy and rules of the takeover in the context of recent historical events. Each chapter of the book will unfold through the lens of a modern transaction. For example, the chapter concerning hostile transactions will trace the battle between Yahoo and Microsoft to discuss the future of hostile transactions as well as to examine the question of why the "tech" hostile has achieved recent prominence. The chapter on sovereign wealth funds will examine the slew of investment in financial institutions in the prior year and its implication for our economic system. A private equity chapter will study the United Rental/Cerberus dispute to explain the causes and effects of the private equity implosion and trace the future of private equity. And the chapter on hedge funds will discuss Jana Funds' use of complex derivatives in its proxy contest to unseat the CNET board to illustrate the new shareholder activism among hedge funds and its discontents.

Author Biography

Steven M. Davidoff is a nationally known authority on takeovers and corporate law. He writes as "The Deal Professor" for the New York Times "DealBook." Davidoff also writes in trade journals, such as the Deal, lectures, has testified before the United States Senate, and is frequently quoted in the national media. He is a professor of law at the University of Connecticut School of Law and a graduate of the Columbia Law School, where he was a Harlan Fiske Stone scholar. Davidoff practiced for almost a decade as a corporate attorney, primarily at Shearman & Sterling in their New York and London offices. Davidoff also has a BA from the University of Pennsylvania and an MS in finance from the London Business School.

Table of Contents

Preface	p. xi
Prologue	p. xv
The Modern Deal	p. 1
The Import of Personality	p. 6
The Evolution of the Takeover	p. 10
The Takeover Revolution	p. 17
KKR, SunGard, and the Private Equity Phenomenon	p. 21
KKR and the Origins of Private Equity	p. 22
SunGard and the Transformation of Private Equity	p. 37
Private Equity in the Sixth Wave	p. 40
Accredited Home Lenders and the Attack of the MAC	p. 47
The Fall of Accredited Home Lenders	p. 48
Material Adverse Change Clauses	p. 53
The MAC Wars of Fall 2007	p. 66
The MAC Clause in Flux	p. 70
The Future of the MAC	p. 73
United Rentals, Cerberus, and the Private Equity Implosion	p. 77
The Cerberus-United Rentals Dispute	p. 80
The Implosion of Private Equity	p. 84
Fault and the Failure of Private Equity	p. 97
The Future of Private Equity	p. 103
Dubai Ports, Merrill Lynch, and the Sovereign Wealth Fund Problem	p. 107
The Financial Wave of Sovereign Fund Investment	p. 109
The Sovereign Wealth Fund Problem	p. 119
CFIUS and Foreign Investment	p. 125
Bear Stearns and the Moral Hazard Principle	p. 135
Saving Bear Stearns	p. 136
JPMorgan's Dilemma	p. 145
The Fight for Bear Stearns	p. 149
Lessons from Bear's Fall	p. 155
Jana Partners, Children's Investment Fund, and Hedge Fund Activist Investing	p. 161
A Brief Overview of the "Agency Problem"	p. 162
The Rise of Hedge Fund Activism	p. 165
The 2008 Proxy Season	p. 172
The Future of Hedge Fund Activism	p. 181
Microsoft, InBev, and the Return of the Hostile Takeover	p. 187
Microsoft-Yahoo!	p. 190
InBev-Anheuser-Busch	p. 196
The Elements of a Successful Hostile Takeover	p. 200
Delaware and Hostile Takeovers	p. 205
The Future of Hostile Takeovers	p. 212
Mars, Pfizer, and the Changing Face of Strategic Deals	p. 217
The Changing Structure of Strategic Transactions	p. 221
The Phenomenon of the Distressed Deal	p. 226
Do Takeovers Pay?	p. 229
Delaware Law and Strategic Transactions	p. 231
The Future of Strategic Transactions	p. 239
AIG, Citigroup, Fannie Mae, Freddie Mac, Lehman, and Government by Deal	p. 245
The Nationalization of Fannie Mae and Freddie Mac	p. 248
The Week the Investment Bank Died	p. 252
TARP, Citigroup, Bank of America, and Beyond?	p. 265
Assessing Government by Deal	p. 269
Restructuring Takeovers	p. 271
Federal Takeover Law	p. 272
Delaware Takeover Law	p. 281
Deal-Making	p. 289
Deal-Making Beyond a Crisis Age	p. 291
Notes	p. 303
About the Author	p. 349
Acknowledgments	p. 351
Index	p. 353
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