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Bloodsport: When Ruthless Dealmakers, Shrewd Ideologues, and Brawling Lawyers Toppled the Corporate Establishment


Title Bloodsport: When Ruthless Dealmakers, Shrewd Ideologues, and Brawling Lawyers Toppled the Corporate Establishment
Writer Robert Teitelman (Author)
Date 2024-10-14 09:22:22
Type pdf epub mobi doc fb2 audiobook kindle djvu ibooks
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Desciption

The epic battle of the fascinating, flawed figures behind America's deal culture and their fight over who controls and who benefits from the immense wealth of American corporations.Bloodsport is the story of how the mania for corporate deals and mergers all began. The riveting tale of how power lawyers Joe Flom and Marty Lipton, major Wall Street players Felix Rohatyn and Bruce Wasserstein, prominent jurists, and shrewd ideologues in academic garb provided the intellectual firepower, creativity, and energy that drove the corporate elite into a less cozy, Hobbesian world. With total dollar volume in the trillions, the zeal for the deal continues unabated to this day. Underpinning this explosion in mergers and acquisitions -- including hostile takeovers -- are four questions that radically disrupted corporate ownership in the 1970s, whose force remains undiminished: Are shareholders the sole "owners" of corporations and the legitimate source of power? Should control be exercised by autonomous CEOs or is their assumption of power illegitimate and inefficient? Is the primary purpose of the corporation to generate jobs and create prosperity for the masses and the nation? Or is it simply to maximize the wealth of shareholders? This battle of ideas became the "bloodsport" of American business. It set in motion the deal-making culture that led to the financialization of the economy and it is the backstory to ongoing debates over competitiveness, job losses, inequality, stratospheric executive pay, and who "owns" America's corporations. Read more


Review

Teitelman sets out to examine the roots of modern M&A, particularly in the '70s and '80s. He comes back with something deeper and, when you think about it, highly relevant to our politically fraught times. At a time when tax-inversion deals and the export of jobs are being hotly debated, he has produced a highly readable account of how we developed our current confusing and contradictory set of ideas about who runs, and who should run, the corporations that figure so prominently in our lives.The narrative is chronological, but it's structured (mostly) as a series of profiles of major figures who shaped that era: Joe Flom, Marty Lipton, Felix Rohatyn, Harvard's Michael Jensen, Bruce Wasserstein, Michael Milken, Chancery Judge Bill Allen and Justice Drew Moore of Delaware. These were exciting times; and these were fascinating figures. There's a strong sociological element to these personal stories, particularly in the rise of a non-WASP, Jewish bar (led by Flom and Lipton) and a deregulated, more transactional and larger Wall Street. This produced a virulent anti-Semitism in the late '80s, and informs some of the recurrent anti-finance mood of today.Beneath the surface, however, unfold a series of tensions: the shift from stakeholder model to shareholders; the breakdown of managerial for shareholder or market prerogative; between long term and short, relationships and transactions, defense (the poison pill) and offense (junk bonds); the tension between the states and the federal corporate law; and between an ideological conception of the corporation and of M&A and a more empirical view of those matters.These issues shape the vast disruption of the hostile takeover market, which was justified in terms of efficiency and competitiveness rather than the more traditional view of a balance of interests—workers, customer, local, state and national.Teitelman does a fine job of untangling the politics of all this—a politics of strange bedfellows indeed: union pension funds defending shareholder primacy and a takeover culture, which produced layoffs for their own workers; the conservative, free market crowd attacking the rights of their natural allies, managers; the confused politics of state vs. federal primacy, which created a situation in which natural enemies found themselves supporting traditional state preeminence in corporate law, all the while sniping from both sides at Delaware decisions.Teitelman's argument isn't that the world M&A created is all good or all bad, but that it has grave political problems—in terms of corporate governance and particularly in terms of the larger political culture. M&A may be hot right now, but there are aspects of the system—political breakdown, regulatory cynicism, a vast accumulation of rules—that leads one back to the period, the late '60s, just before stakeholdership began to collapse. Among other things.

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