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

"Gods at War brilliantly analyzes the legal issues, the politics, and the players in high–profile merger and acquisition transactions. Steven Davidoff is a master of the tactics and rules of deal–making, and he has once again shown why he is one of the country′s most respected legal writers." —Rob Kindler, Vice Chairman and Global Head of Mergers & Acquisitions, Morgan Stanley "In Gods at War, Steven Davidoff, aka The Deal Professor, delivers a detailed and lucid treatise of the fascinating historical precedents that resulted in the frenzied deal–making activity that ended abruptly with our current financial crisis and then goes on, in impressive fashion, to discuss what deals will look like in a new era dominated by government ownership and a lack of acquisition financing. Deal practitioners—and those just curious about all the fuss—will want this book at the top of their reading list." —William D. Cohan, author of House of Cards: A Tale of Hubris and Wretched Excess on Wall Street and The Last Tycoons: The Secret History of Lazard Frères & Co. "Davidoff is one of the most insightful and perceptive minds in the world of deal–making. With an ability to distill the most complicated legal issues into clear prose, he has become a must–read inside the nation′s boardrooms and corner offices." —Andrew Ross Sorkin, Editor of THE New York Times′s "DealBook" and author of Too Big to Fail "Where will M&A go next? Any answer depends on an understanding of the merger wave of 2002–2008, which this book affords. Rich in fresh insights, carefully researched, and well written, Gods at War gives a threshold to the future of M&A. I recommend it to students, practitioners, and fans of high finance." —Robert F. Bruner, Dean and Charles C. Abbott Professor of Business Administration, Darden School of Business, University of Virginia; author of Deals from Hell: M&A Lessons that Rise Above the Ashes; and coAuthor of The Panic of 1907

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 Fall 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. JPMorgan′s Dilemma. The Fight for Bear Stearns. Lessons 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. The Future of Hedge Fund Activism. 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, Pfi zer, 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 Beyond a Crisis Age. Notes. About the Author. Acknowledgments. Index.

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.