Customer Reviews

Autopsy of a Merger

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Autopsy of a Merger (subtitled, Trans Union: The Deal That Rocked the Corporate World) is the inside story of one of the most controversial mergers in corporate history.

This case study of a megamerger in the age of mergermania should be read by everyone interested in mergers and acquisitions, leveraged buyouts, corporate governance, directors' and officers' liability, the social trauma of takeovers, and the impact of the media on major corporate transactions.

The subject is the 1981 acquisition of Trans Union Corporation by the billionaire Pritzker family of Chicago. Trans Union, then a New York Stock Exchange listed company that last ranked no. 278 of the Fortune 500, was a billion-dollar company with a hundred-year history.

The deal was struck shortly before a gala opening night party commemorating the 26th season of Chicago's Lyric Opera. What followed was an opera of another sort -- a montage of drama, intrigue, tragedy, comedy, hope, despair, broken dreams and new opportunities with a real-life cast of characters more captivating than one would find on any ordinary state. It was, some would say later, stranger than fiction.

Four years later, in a landmark 1985 decision that shocked the corporate world, a bitterly-divided Supreme Court of Delaware held that the former Trans Union board of directors had been "grossly negligent in that it failed to act with informed reasonable deliberation in agreeing to the Pritzker merger." The Court's astounding 3-2 decision, which is included in an appendix to the book, would transform the ground rules for corporate takeovers.

In thirty exciting chapters, the book takes the reader through every step of an extraordinary corporate takeover, from the opening night at the opera to the Court's history-making decision.

Autopsy of a Merger cuts the deal to the bone. The "ins" and "outs" of the merger negotiations, the battle of wits and nerves, the financing arrangements, the legal entanglements, the much-ignored human consequences of corporate takeovers -- all of these, and more, are laid bare in this unusual, behind-the-scenes book. As an added bonus, the book includes one of the most comprehensive bibliographies on leveraged buyouts ever assembled.

Here is what some reviewers said about the book when it was first published:

CRAIN'S CHICAGO BUSINESS: "What Mr. Owen did was spin the story in one fascinating narrative. And that's what makes the book so interesting. For those of us who enjoy reading about business as a form of recreation, the Trans Union saga makes for great entertainment."

CHICAGO TRIBUNE: "Delves deeply into the merger negotiations . . . worth the book's $19.95 price. . . Perhaps an even greater contribution of the book, however, is Owen's description of the merger aftermarth and its effects on employees . . ."

INVESTOR RELATIONS MEWSLETTER: "Closely examines the business drama and human pathos involved in the most controversial merger in corporate history. Must reading."

The author's name is William M. Owen, not William Miller Owen as stated in the listing. The "M" is for "Marshall".