M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Tuesday, January 7, 2014

Tipping Cows

OK, so I have emerged from my grading cave.  I recently finished reading A Giant Cow-Tipping by Savages, a book by John Weir Close (founder of the M&A Journal).  Now, it's a book with some faults.  Most of all it could have used a strong hand as editor (plenty of typos and things that a good editor would otherwise catch), but that said, it's the kind of book that anyone who teachese corporate law or mergers should read.  Why? Does it add much to my understanding of the doctrine?  Not really, it's not a law book. But what it does do is point out all the personalities and characters since the 1980's who are the people behind the development of the law of mergers.  And that's valuable.  Why?  Well, because the poison pill didn't just appear out of a word processor fully formed!  No, it was the result of people/lawyers trying to figure out how to solve a client's problem.  Close provides an account of Marty Lipton and how he came up with the first pill.  The book is full of these kinds of stories.  The title itself - A Giant Cow Tipping by Savages - is often ascribed to Ted Turner to describe the disastrous AOL/Time Warner deal.   Close also introduces the reader to a host of real M&A characters and runs through the - mostly nonlegal - stories of the biggest deals: Unocal, Revlon (Perelman putting his cigar out on Bergerac's zebra skin rug), QVC, MacMillan, and a pile of others.  This is a fun read for law teachers and probably for young associates who might find it useful to know who all the clients are!



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