In an era of intensified pressure on corporate directors resulting from misconduct in major companies such as Enron, this book (originally printed in 1988) offers an analysis of the transformation of the role of corporate directors including the increased level of responsibility they assume in the boardroom. Focusing on the accountability of directors to their shareholders, Fleischer, Hazard, and Klipper (all legal professionals) offer case studies illustrating topics such as defending against corporate takeovers, financial restructuring, and management buyouts and open bidding. Annotation 2003 Book News, Inc., Portland, OR

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A corporate lawyer, a professor at Yale Law School and a former managing editor of Institutional Investor magazine join here in a study showing how business acquisitions, mergers, hostile takeovers, proxy battles and leveraged buyouts during the last decadealong with related court decisionshave transformed American industry, finance, investment and corporate governance. In eight significant case histories (Unocal vs. T. Boone Pickens's Mesa Corp., Union Carbide vs. GAF, Revlon vs. Pantry Pride, et al.) the authors demonstrate that sophisticated shareholder influence can put pressure for quick profit on management executives, as financial "raiders" seek control of conglomerates to sell off components at a premium, bidding up share prices in the process, often with minimal regard for ongoing company operations, revenues or integrity. Discussed are ingenious ploys of attack and defenseso-called poison pills, golden parachutes, greenmail, white-knight alliances, etc.that lend seemingly endless intricacy to these new "board games." Professionals should find plenty here to keep them agreeably "in play."
Copyright 1988 Reed Business Information, Inc.

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