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The Boom, Bust, and Boom Culture of M&A

by John Weir Close

Pub Date: Oct. 15th, 2013
ISBN: 978-0-230-34181-4
Publisher: Palgrave Macmillan

M&A Journal founder and editor Close provides an insider’s account of the fast-paced, high-stakes arena of mergers and acquisitions.

“M&A has a deceptively mundane definition,” writes the author. “It means taking control of a company, with or without the consent of the executives running it…In one stroke, you expand your business and eliminate a competitor….It sounds simple...[but] it has revolutionized corporate Earth and enriched the members of the guild as perhaps none of them ever imagined.” Close’s sequential account, which runs from the 1970s through the present, introduces a cast of contemporary robber barons of finance, including Edgar Bronfman, Lord James Hanson, Robert Campeau and many others. Close details prevailing practices, drawing on a wealth of information, flavored with gossip about wild parties, cocaine use and sexual extravaganzas during the working days of “nocturnal underground Wall Street.” He also shows how some of the protagonists invested their post-deal profits—e.g., John Kluge's 6,000-acre estate in Virginia, where the recreation was finally disrupted by a Fish and Wildlife Service criminal investigation. Close exposes the anti-Semitism that has continued to rear its head and examines how it has become a factor in particular takeovers. The author also discusses the lawyers and judges whose tactics and decisions shaped the world of takeovers—e.g., Joseph Flom and others from Skadden, Arps, Slate, Meagher and Flom, who worked on defense mechanisms. The justices of Delaware's Chancery and Supreme Court, one of the country's leading venues for business law, imposed limits on what could be done as they redefined the responsibilities of boards of directors to both their corporations and shareholders. The new generation of Delaware judges will surely make their own contributions.

A detailed and well-organized account of a world in which billions changed hands overnight.