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A calculating appraisal of a nation's future

Mother Jones on: Mother Jones

A fascinating inside story of a major corporate mergerThis 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."


A highly readable account from an expert on the matter.

A must have for Korean Scholars

excellent

Highly recommended.

Buy this book!

Excellent documentary on the "Stalingrad" of 1709After reading (the Swedish edition of) "Poltava" five years ago, I have read all of his six other books. I haven't read any other historians that resembles Englund's unique style. The closest must be either Barbara W Tuchmans "Distant mirror", Antony Beevor or perhaps even LeRoy Ladruie's "Montaillou".
Why was almost the entire Swedish(+Finnish) army slaughtered or captured in Ukraine on a hot summer day in 1709? Englund has been able to reconstruct the the story of the most disastrous battle in the Swedish history minute by minute. Based on reading of a wealth of primary sources, this documentary novel provides the ultimate introduction to the enigma of how it was possible for poor and sparsely populated country like Sweden to play a guest role as a greater European military power ("Prussia of the north") c1600-1814.
Englund doesn't write strictly traditional style military history: He explains Charles XII's campaign by both economic, political, cultural in addition to the traditional strategic causes. This broad approach to military history has later been developed further in Englund's trilogy about Sweden's 17th century wars. (Unfortunately not yet translated to English. In this trilogy Englund writes Braudel-style "l'histoire totale", discussing all aspect of daily life and mentalities of 17th century Europe to put the warfare in it's complete context.) Englund de-emphasizes any positive significance of military leadership in 1800th century battles. Englund distances himself from any attempts to point out a "scapegoat" for the disastrous decision to go to battle at Poltava. This has been a dominant perspective in the previous 250 years of attempts of explaining the campaign leading to the defeat at Poltava. Englund never portray the soldiers or officers in a heroic manner. His story is as dismal as Remarque's "All quiet on the Western front". Nationalist sentiments, or any admiration for the "warrior king" Charles XII, will probably not survive reading this book...
About the author:
Peter Englund rates among the foremost historians in Scandinavia. He holds a PhD degree in history. He wrote his doctoral thesis on the mentality of the Swedish aristocracy in the 17th century. As a recognition of his writing, he has recently been elected as the 10th member to the prestigious Swedish academy.
Poltava was an instant success. It ha sold 250 000 copies since it's publication in 1988, and it has since been translated into seven languages.


The Grand Yarn