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

Steven M. Davidoff (Author)

Book Description

Publication Date: October 5, 2009

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.

Editorial Reviews

From the Inside Flap

While the financial community looks to regain its footing, dealmakers will continue to do what they've always done—structure deals that drive the fate of corporate America. With powerful professionals competing to create and close better deals, these executives, like gods, will determine the future of companies and our economy.

Author Steven Davidoff understands both the intricacies of these deals and the forces driving them. Writing as "The Deal Professor" for the New York Times "DealBook," he provides daily commentary on the latest takeover news and has become a nationally known authority on this fast-moving field. Now, with Gods at War, Davidoff introduces you to this trillion-dollar business—from private equity and government to hedge funds and sovereign wealth funds—and reveals the recent events that have changed the way the game is played.

Gods at War is the definitive story of deal-making. Opening with an engaging look at the evolution of this discipline, the book quickly moves into the modern era—where deal-making has become a truly global endeavor—and works its way through the current financial crisis and beyond. Page by page, it skillfully details:

• The private equity boom and its implosion

• The return of the strategic transaction and hostile takeover

• The failure of the investment banking model

• The government's deal-making during the recent financial crisis

• And much more

Each chapter unfolds through the lens of recent events, from the battle between Yahoo! and Microsoft to the United Rentals/Cerberus dispute. Along the way, you'll also become familiar with the federal government's regulation by deal approach to saving the financial system—which included the serial bailouts of AIG, Bank of America, Citigroup, and others. In describing the dynamic events of this period, Davidoff not only reveals how deals are accomplished in modern capital markets, but he also details the transformation that the takeover marketplace is undergoing and its prospects for the future. In doing so, he puts forth a definitive view and theory of deals and deal-making.

The financial revolution, globalization, and financial crises have permanently changed deal-making—creating perils and opportunities for both dealmakers and regulators. With Gods at War as your guide, you'll gain a better understanding of this discipline and discover the various events, individuals, and institutions that continue to shape this competitive arena.

From the Back Cover

Praise for Gods at War

"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 at 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 2002–8, 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 commend 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

See all Editorial Reviews

Product Details

• Hardcover: 365 pages
• Publisher: Wiley; 1 edition (October 5, 2009)
• Language: English
• ISBN-10: 0470431296
• ISBN-13: 978-0470431290
• Product Dimensions: 9.3 x 6.3 x 1.2 inches
• Shipping Weight: 1.3 pounds (View shipping rates and policies)
• Average Customer Review: 4.1 out of 5 stars  See all reviews (9 customer reviews)
• Amazon Best Sellers Rank: #644,671 in Books (See Top 100 in Books)

More About the Author

Professor Davidoff is associate professor of law at the University of Connecticut School of Law. His research focus include mergers & acquisitions and deals and deal theory.

Professor Davidoff writes a regular column for The New York Times "DealBook" site as The Deal Professor, which primarily focuses on mergers and acquisitions. He 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 and mergers and acquisitions.

Prior to entering academia, Professor Davidoff practiced as an attorney for about 10 years primarily with Shearman & Sterling in its New York and London offices.

Professor Davidoff graduated from the Columbia University School of Law where he was a Harlan Fiske Stone Scholar and received a bachelor's degree from the University of Pennsylvania, cum laude with honors. He has a master's degree in finance from the London Business School.

Customer Reviews

Most Helpful Customer Reviews

5 of 5 people found the following review helpful:

5.0 out of 5 stars Excellent overview of the deal market, January 3, 2010

By 

M&A Lawyer (Los Angeles, CA) - See all my reviews

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This review is from: Gods at War: Shotgun Takeovers, Government by Deal, and the Private Equity Implosion (Hardcover)

Davidoff writes a popular blog as the Deal Professor for the N.Y. Times Dealbook. Davidoff's thesis is that lawyers and the structure of transactions do make a difference in how and if takeovers are completed. He puts forth this thesis by examining the many deals that failed or were announced during the years leading up to and through the financial crisis. This book is an excellent overview of the deal market and takes a deep look at its legal intricacies. For example, there is a chapter on material adverse change clauses as well as one on private equity deals which imploded during the financial crisis. Other chapters look at hostile transactions and sovereign wealth funds. There are also good chapters on the history of the takeover market and the origins or private equity. The book is probably the best guide out there for those who really want to understand the deal market and what happened during the last five years and where the takeover market is evolving to. Beware that it is sometimes a bit technical, but well worth the price of admission. There is a lot of meat in this book.

3 of 3 people found the following review helpful:

5.0 out of 5 stars Looking Behind the Curtain of Deal Making, January 10, 2010

By 

White Collar Crime Guy (USA) - See all my reviews

This review is from: Gods at War: Shotgun Takeovers, Government by Deal, and the Private Equity Implosion (Hardcover)

Out of the ruble of the financial meltdown that began in 2008 we're starting to see signs that the market for corporate acquisitions is coming back to life. From Berkshire Hathaway's deal to buy Burlington Northern to Novartis's proposed squeeze-out of the minority shareholders of Alcon, large scale deals are moving to the forefront. Professor Steven Davidoff's Gods at War gives you the background you need to understand the changing landscape of mergers and acquisitions, most importantly the shifting legal ground on which these takeovers take place.

Professor Davidoff teaches law after practicing in the M&A field for a decade, and his book is about the law, but it's not written for lawyers - thankfully. Instead, it is for readers with some understanding of the financial markets and an interest in learning how deals get done, or are thwarted by management and competitors. Most importantly, he explains how new sources of capital, especially private investment pools and hedge funds, are changing the way transactions occur.

As an added bonus, Gods at War provides a nice history of the financial meltdown after the collapse of Bear Stearns and Lehman Brothers in 2008. What had once been a private market, with S.E.C. regulation but not much serious interference in the marketplace, has changed into what he calls "Government by Deal." The current financial reform legislation aims to make this a permanent feature of the financial system by giving Washington the power to seize control of large institutions that pose too great a risk to the economy's stability - making permanent the notion of "too big to fail." His assessment of where the deal machinery may be headed looks to be dead on.

Professor Davidoff gives us a look behind the deal-making curtain by showing how transactions are not pre-ordained marches to financial nirvana but involve a combination of skill and luck with some very human actors inside the companies, in the law firms and investment banks, and the judges who must resolved the inevitable legal disputes. He puts a human face on the deal-making machine while in a book that is accessible and easy to read, with more than a few wry observations of the foibles of those involved.

Gods at War doesn't do what so many "quick to print" crisis books do when they give a truncated overview and some hyperventilated predictions about how the world as we know it is coming to an end. Professor Davidoff understands, and explains, that deals are a feature of the financial landscape, and changes don't occur overnight - but they do occur. 2009 was not the same as 1990, or 1974, the last two times the financial system ground to a halt. His book is well worth reading if you are interested in understanding how we got to where we were, and where we may be headed.

3 of 3 people found the following review helpful:

5.0 out of 5 stars A valuable account of what drives dealmaking, January 7, 2010

By 

Kenneth A. Adams (Garden City, NY) - See all my reviews
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This review is from: Gods at War: Shotgun Takeovers, Government by Deal, and the Private Equity Implosion (Hardcover)

Steven Davidoff is one of the most perceptive observers of the legal side of the M&A world. If you're a corporate lawyer and you aspire to be an active participant in dealmaking rather than a mere scrivener, you should read "Gods at War." With its account of deal mechanics and the recent history of the takeover markets, including what transpired during the financial crisis, it provides a valuable big-picture perspective on how deals are made or not made.