Customer Reviews

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

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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.

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.

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.

I came to this book from two perspectives: as a corporate deal lawyer, and as an avid student of the art and history of deal-making. This book scores on both fronts. With a clear and engaging style, and an insider's perspective, Gods at War lays bare the inner world of the deals that are shaping our economy and our future. By providing rare insight into the players and dynamics underlying today's mega deals, this book both explains recent events and provides a glimpse at the future of corporate America. If you can read only one book on the topic, this is it.

The world of deal making has become extremely multifaceted and complex. The unstable business environment, globalization and new phenomena like sovereign wealth funds are permanently changing the landscape of deal making. In "Gods at War," Steven Davidoff cleverly builds a factual narrative that boils down to the question - how will and should deal making be changed? To underline his reasoning, Davidoff pinpoints deficiencies in the legal system and the financing world and even in the personalities of the people in the "deal making machine".

Davidoff writes vividly and explains the complexity and diversity involved in today's deal making with clarity. He is able to convey technical deal details with proselike fluency that often makes "Gods at War" a real page-turner. He draws convincing fact-based conclusions and is able to foresee upcoming trends from scattered data. He colors his narrative with back-of-the-scene stories on recent transactions.

"Gods at War" is a great read for anyone who is involved in the "deal making machine" or who wants to understand its intricacies. It is especially aimed at lawyers, but other professions will also benefit from its insightful view on the changing corporate world. The book sets the scene for deal making in the 2010's.

I've read this book twice. Professor Davidoff does an excellent job of detailing the legal and practical aspects of M&A transactions in a captivating, narrative format. Most importantly, this material isn't outdated like most other books on the subject.

I had great expectations for "Gods at War". I am an M&A practitioner in Latin America and have followed Professor Davidoff's Deal Professor blog for some time. The legal analysis in the blog is often (way) beyond me, but I appreciate its tremendous insight. My admiration for the blog raised my expectations for "Gods at War".

These expectations proved, most unfortunately, unwarranted. The book tries to weave a thread across the chapters but is clumsy in doing so. It may just have been better to make this a collection of columns. Prof Davidoff tries to make a big deal about the influence of "personality" in transactions. But the evidence he provides for this seems that garnered from reading press clippings on deals, not any insider perspective. The book even had the irriting typo here and there. The lack of editing shows in several chapters: Prof Davidoff tells a takeover story in the first half of a chapter (where things do pick up), and then goes on to sort of paraphrase the messages in the second half. Most grating of all was the comparison of why deals fail or not by comparing Microsoft's handling of Yahoo with InBev's of Anheuser Busch: the conclusions may even be correct but yet again the analyses and evidence provided are unconvincing and unoriginal. All in all the impression I'm ultimately left with is the the book is an attempt to cash in on the success of the blog

This book was interesting at the beginning, but the needless typos and incoherent organization detracted from the wealth of information quickly. I finally gave up in one of the final chapters when I found that the typos were so egregious they rendered sentences meaningless. This is unfortunate: there is a lot of good stuff in here, but even a cursory editing job would have made it significantly more readable and useful. Clearly there was a rush to get the book to the press, and that rush cost the book dearly in terms of quality. There's got to be something better out there.

This book is ok but not great. It is mostly focused on a historical review of key deals in and around the credit crisis. While this may be what you are looking for, it doesn't really help practitioners like me very much. Most of the content is high level commentary on facts rather than a deep-dive into interesting aspects of deals. That said there are a couple of sections where the author offers an interesting point of view on such aspects - the MAC clauses and the thinking behind reverse break-up fees. I found these two to be very informative.