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

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

by Steven M. Davidoff


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Gods at War: Shotgun Takeovers, Government by Deal, and the Private Equity Implosion by Steven M. Davidoff

An engaging exploration of modern-day deals and deal-making

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

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

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

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

Product Details

ISBN-13: 9780470919026
Publisher: Wiley
Publication date: 12/28/2010
Pages: 384
Sales rank: 852,085
Product dimensions: 5.60(w) x 8.60(h) x 1.10(d)

About the Author

STEVEN M. DAVIDOFF is a nationally known authority on takeovers and corporate law. He writes as "The Deal Professor" for the New York Times's "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 on issues related to our capital markets. 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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Table of Contents



Chapter 1 The Modern Deal.

The Import of Personality.

The Evolution of the Takeover.

The Takeover Revolution.

Chapter 2 KKR, SunGard, and the Private EquityPhenomenon.

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 theMAC.

The Fall of Accredited Home Lenders.

Material Adverse Change Clauses.

The MAC Wars of Fall 2007.

The MAC Clause in Flux.

The Future of the MAC.

Chapter 4 United Rentals, Cerberus, and the Private EquityImplosion.

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 SovereignWealth 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 HazardPrinciple.

Saving Bear Stearns.

JPMorgan's Dilemma.

The Fight for Bear Stearns.

Lessons from Bear's Fall.

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

A Brief Overview of the "Agency Problem".

The Rise of Hedge Fund Activism.

The 2008 Proxy Season.

The Future of Hedge Fund Activism.

Chapter 8 Microsoft, InBev, and the Return of the HostileTakeover.



The Elements of a Successful Hostile Takeover.

Delaware and Hostile Takeovers.

The Future of Hostile Takeovers.

Chapter 9 Mars, Pfi zer, and the Changing Face of StrategicDeals.

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.


Chapter 12 Deal-Making Beyond a Crisis Age.


About the Author.



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