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

ISBN: 978-0-470-43129-0
365 pages
October 2009
Gods at War: Shotgun Takeovers, Government by Deal, and the Private Equity Implosion (0470431296) cover image
An engaging exploration of modern-day deals and deal-making

Gods at War details the recent deals and events that have forever changed the world of billion-dollar deal-making. This book is a whirlwind tour of the players determining the destiny of corporate America, including the government, private equity, strategic buyers, hedge funds, and sovereign wealth funds.

It not only examines many of the game-changing takeover events that have occurred in the past years, but also puts them into context and exposes what is really going on behind the scenes on Wall Street. Gods at War completely covers the strategic issues that guide the modern-day deal, and since they unfold under the shadow of the law, it also focuses on the legal aspects of deal-making and takeovers.

  • Each chapter unfolds through the lens of a recent transaction, from the battle between Yahoo! and Microsoft to the United Rental/Cerberus dispute
  • Provides in-depth explanations and analysis of the events and actors that have shaped this fast-moving field
  • Examines the federal government's regulation by deal approach to saving the financial system and explains the government's biggest "deals", including its bail-outs of AIG, Bank of America, and Citigroup

Filled with in-depth insights that will enhance your understanding of this field, Gods at War offers an engaging look at deals and deal-makers in the context of recent historical events. It's a book for those who want to understand deals, takeovers, and the people and institutions who shape our world.

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Preface.

Prologue.

Chapter 1 The Modern Deal.

The Import of Personality.

The Evolution of the Takeover.

The Takeover Revolution.

Chapter 2 KKR, SunGard and the Private Equity Phenomenon.

KKR and the Origins of Private Equity.

SunGard and the Transformation of Private Equity.

Private Equity in the Sixth Wave.

Chapter 3 Accredited Home Lenders and the Attack of the MAC.

The Fall of Accredited Home Lenders.

Material Adverse Change Clauses.

The MAC Wars of 2007.

The MAC Clause in Flux.

The Future of the MAC.

Chapter 4 United Rentals, Cerberus, and the Private Equity Implosion.

The Cerberus-United Rentals Dispute.

The Implosion of Private Equity.

Fault and the Failure of Private Equity.

The Future of Private Equity.

Chapter 5 Dubai Ports, Merrill Lynch, and the Sovereign Wealth Fund Problem.

The Financial Wave of Sovereign Fund Investment.

The Sovereign Wealth Fund Problem.

CFIUS and Foreign Investment.

Chapter 6 Bear Stearns and The Moral Hazard Principle.

Saving Bear Stearns.

What was JPMorgan's Dilemma?

The Fight for Bear Stearns.

Lessons Learned from Bear's Fall.

Chapter 7 Jana Partners, Children's Investment Fund, and Hedge Fund Activist Investing.

A Brief Overview of the “Agency Problem”.

The Rise of Hedge Fund Activism.

The 2008 Proxy Season.

Chapter 8 Microsoft, Inbev, and the Return of the Hostile Takeover.

Microsoft/Yahoo.

Inbev/Anheuser-Busch.

The Elements of a Successful Hostile Takeover.

Delaware and Hostile Takeovers.

The Future of Hostile Takeovers.

Chapter 9 Mars, Pfizer and The Changing Face of Strategic Deals.

The Changing Structure of Strategic Transactions.

The Phenomenon of the Distressed Deal.

Do Takeovers Pay?

Delaware Law and Strategic Transactions.

The Future of Strategic Transactions.

Chapter 10 AIG, Citigroup, Fannie Mae, Freddie Mac, Lehman, and Government by Deal.

The Nationalization of Fannie Mae and Freddie Mac.

The Week the Investment Bank Died.

TARP, Citigroup, Bank of America and Beyond?

Assessing Government by Deal.

Chapter 11 Restructuring Takeovers.

Federal Takeover Law.

Delaware Takeover Law.

Deal-Making.

Chapter 12 Deal-Making in a Crisis Age.

Notes.

About the Author.

Acknowledgements.

Index.

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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.
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November 11, 2009
Gods At War: Shotgun Takeovers, Government By Deal, and the Private Equity Implosion

New York Times columnist and law professor Steven M. Davidoff’s GODS AT WAR: Shotgun Takeovers, Government By Deal, and The Private Equity Implosion (Wiley; October 2009; $29.95; Hardcover) is the first book to explore the key financial takeovers in the last few years and the players who make them happen, and how they have forever changed the world of mergers and acquisitions. All the rules have changed, says Davidoff, and these new rules are transforming the way takeovers occur and capital markets operate.

Davidoff not only explains the new mechanics of the mergers and acquisitions market, but also shows what the recent catastrophic events in our capital markets, which have left many baffled and unable to understand what occurred, mean for the future of these markets and our economy.

GODS AT WAR revealingly examines the private equity boom and its implosion, the return of the strategic transaction and hostile takeovers, the failure of the investment banking model, the government’s deal-making during the financial crisis, and the changes occurring in the capital markets during these tumultuous times.

After a whirlwind historical tour outlining how the modern deal of today evolved from scheming robber barons of the 19th century, GODS AT WAR addresses many timely and important issues including:

  • Why the private equity markets have been a key force driving the changes in today’s capital markets.

  • The elements of a successful hostile takeover and what the future holds for them.

  • What the modern deal means for our national security.

  • The rise of hedge fund activism and its potential for transforming change in the deal market.

  • A fresh perspective on the collapse of Bear Stearns and what it tells us about systemic risk and the investment banking model, and why, when it rapidly failed, the SEC was nowhere in sight to help.

  • The increasing role of hostile takeovers such as Microsoft’s hostile bid for Yahoo.

  • What the sovereign wealth fund phenomenon reveals about the regulations and importance of foreign capital.

GODS OF WAR argues that we live in a time where many corporate veterans wonder whether a long fifty-year cycle of deal-making that began with the go-go 1960s has come to an end, an end driven by a massive deleveraging of the financial system.  But Davidoff believes that deals and deal-making will continue to be an integral, substantial, and necessary part of our capital markets. Either way the events covered in THE GODS OF WAR are likely to set the course for deals and deal-making for the foreseeable future.

Ultimately, GODS AT WAR is about the factors that drive and sustain deal-making. It is a history of the recent events that will alter and strongly influence the future of deal-making. It is also the story of the deal machine, the organizations created to foster deal-making as well as the increasingly important role of shareholders. In the midst of these forces are the corporate executives who decide whether to deal or not. Their own individual personalities and ego-driven decisions further shape and drive deal-making. These executives, like Olympian gods, will determine not just the destiny of American corporations, but also the fate of the American economy as well.

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