Bloodsport

February 8, 2016
Warren Zevon’s call to “send lawyers, guns, and money” could be Teitelman’s anthem for the mergers and acquisitions heyday of the mid-1970s and ’80s. Corporate raiders, armed with junk bonds, attorneys, and sheer brio, targeted corporate giants and felled them. It’s a great story, with profound implications for the way America views and regulates corporations. Teitelman shows that corporations were not always regarded as the sole property of shareholders. As recently as the 1960s, courts (and the overall culture) regarded corporations as having multiple stakeholders: management, employees, suppliers, and customers. This view was steadily eroded during takeover battles, as maximizing shareholder value became management’s principal responsibility. Teitelman chronicles this history exhaustively, showing how contemporary social issues, such as the disparity in pay between CEOs and workers and Wall Street’s responsibilities to Main Street, hearken back to this era. Teitelman has a masterly command of his subject, yet he sometimes sacrifices clarity in favor of a jocular, hyperbolic writing style more akin to Rolling Stone than the New Yorker. But this is a minor flaw in this comprehensive look at corporate takeovers. Agent: Carol Franco, Kneerim, Williams, and Bloom.

February 1, 2016
A journalist who has covered multibillion-dollar corporate mergers and acquisitions, many of them hostile, recounts how the dealmaking exploded onto the Wall Street scene during the 1970s and '80s. Teitelman, founding editor of the Deal magazine and previously a writer for Forbes and Institutional Investor, notes that while previous books--most notably, the massively influential Barbarians at the Gate: The Fall of RJR Nabisco (1990) by Bryan Burrough and John Helyar--have chronicled the corporate takeover wars, his book goes beyond a dramatic narrative of individual cases to examine the original debate about the appropriateness, or lack thereof, regarding hostile takeovers of established companies by raiders using untested tactics. Hoping to make the story comprehensible to a non-Wall Street readership, Teitelman builds the mostly chronological recent history around key individuals, including theoretical economists and law scholars such as Adolf Berle and Michael Jensen; takeover strategists such as lawyer Joe Flom and his chief opponent Marty Lipton; Wall Street innovators such as junk bond maestro Michael Milken; and investment bankers such as Bruce Wasserstein. Because so much of the takeover aggression, as well as the resistance from target corporations, involved Jewish individuals, the author takes occasional detours to explore the specter of anti-Semitism in the minds of those who believed the mergers and acquisitions were inimical to the stability of the American economy. By the late 1980s, writes Teitelman, it appeared the corporate battling would diminish: "something had to give." The author then explores the slowdown of mergers and acquisitions in the 1990s, as government agencies figured out how to become effectively involved and as law-related developments in the corporate haven of Delaware led to enforced restraints. Teitelman moves the cyclical story into the new century with an examination of a takeover revival. Lively storytelling about complex theories and arcane dealmaking.

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