Rebirth of the Tech Madman

The first thousand and twenty-three chapters when the giant merger is in progress

...

Feeling that Mr. Richest Man was taking care of his feelings, Gerald Levine immediately lifted his spirits. Gein, this also implies that the other party's interference in the distribution of power ends here.

Thinking about it carefully, Gerald Levine can understand why Tang Huan, who proposed to set up a joint chief operating officer, supports America Online and monopolizes the CFO of the new company after the merger.

As for the chairman of the board of directors of Steve Case, he was not confirmed as a non-executive chairman on the spot, and he temporarily put it on hold in order to speed up the negotiation process while reserving differences management rights.

It has to be said that Gerald Levine's mentality is so subtle. In order to get rid of the shadow of Steve Ross who promoted him, he was almost paranoid in his pursuit of making achievements, so that after Time Warner Turner made several concessions to America Online , but also to comfort myself secretly.

Seeing Gerald Levine's expression down as usual, Tang Huan gave Steve Case and Robert Pittman a wink, and the former also looked at the latter.

In fact, the determination of the chairman of the board, chief executive officer, joint chief operating officer, and chief financial officer of the new merged company only divides the power structure in the conventional sense. And while Gerald Levine is staring at whether Steve Case's chairman of the board is executable, Robert Pittman's role as co-chief operating officer will be reflected.

You know, the reason why Gerald Levine actively promotes the marriage of Time Warner Turner and AOL is to embrace the Internet and embrace the digital revolution.

However, in order to achieve this goal, the management must have the qualities of keeping up with the times, quick response, and strong adaptability. Fortunately, the concept is closer to the Internet and digitalization.

In this way, Richard Parsons, who is also the co-chief operating officer, and most of Time Warner Turner's top executives, have no advantage when facing the competition from America Online's younger peers. It is also the next step that should be implied in the question of the power seizure plan.

Take Robert Pittman as an example. Although he and Richard Parsons from Time Warner Turner are both co-chief operating officers, the scope of their supervisors cannot be the same. Their goal is to manage After the merger, the new company includes the most important parts of America Online, Time Magazine, Turner Broadcasting, HBO, etc., and is responsible for checking 80% of the company's cash flow.

In other words, when Gerald Levine took it for granted that the biggest challenger to his power was Steve Case, the covered Robert Pittman would be regarded as the real Desired CEO to support.

After a while, seeing that the scheduled agenda was almost finalized, the richest man looked at Gerald Levine and Steve Case, and said again: It's time for the two to call their senior managers, lawyers, Investment consultants, let’s do more specific things and try to prepare all the required materials within half a month.”

The long-standing stalemate finally broke, making Gerald Levin and Steve Case both heave a sigh of relief and they readily agreed.

Tang Huan tapped his fingers on the huge mahogany conference table, and said in a deep voice: Let me remind you that it's not a secret that reporters develop informants in various companies, so let your people keep their mouths shut. Before the final vote of the board of directors, no news must be leaked; otherwise, you should be able to imagine the severity of the negative impact.

Gerald Levine glanced at the determined Steve Case, and couldn't help but feel his heart sink.

Gein, he can guess that with Steve Case's control over AOL, there will be no problem; but Time Warner Turner's side, not necessarily. The people in charge, including Time Magazine, Warner Productions, Turner Broadcasting Company, and even HBO, have become alienated and disobedient in the midst of blackmail and deceitful corporate politics, even if they are the chief executive officer,

No exception.

After assessing his isolation index, Gerald Levine decided to use a ruthless trick, which was kidnapping, that is, about 50 managers, bankers, and lawyers from Time Warner Turner. , Accounting, closed to the 48th and 49th floors of the New York offices of Cravers, Swee \u0026 Moore on Eighth Avenue, thereby enabling the staff of Cravers, Swee \u0026 Moore, In order to be dispatched by this force, they had to work continuously for 24 hours.

For example, in order to avoid leaking information, the secretaries who printed the documents used codes to refer to the two companies, AOL and Time Warner Turner: black for the former and blue for the latter.

What are you doing with so much labor?

The first is the huge amount of paper work not only to form the most important M\u0026A agreement, but also to draft all related documents, such as: employment contract, M\u0026A termination agreement, interruption costs, exchange procedures, bookkeeping methods, pension plans, press conferences , asset structures, charts, valuations, exchange procedures... and more.

These contents, if the official document cannot be expressed in detail, should be placed in the annex, or even in the annex of the annex.

Among them, the task of investment bankers is a little special. They have to do the so-called fairness opinion, which is a written document, which is used to assure the respected board members that the conditions of the merger and acquisition are fair to the shareholders.

Conversely, if the fairness opinion is not based on logic, that is, if the merger budgets of AOL and Time Warner Turner are not based on real evidence, shareholders have the right to appeal.

How dark is it in here?

In the past two years, Steve Case, who has fully felt the bonus brought by the Internet that the hair on the root of the leg is thicker than other people's waist, called Tang Huan uncertainly and complained: Solomon Brothers' Terry Carvaye, come to me about the fee, what do you think he's asking for?

The richest man, who was also buried in the pile of documents like everyone else, asked casually, Tens of millions of dollars?

US$60 million! Steve Case said angrily, No need to ask, if you agree, then Morgan Stanley will definitely pay this amount.

Give him 50 million dollars. Tang Huan rubbed the space between his brows and explained patiently: They are indeed worth the price.

So did Salomon Brothers and Morgan Stanley, hired for $100 million, and did what was within their purview, which was to make America Online and Time Warner Turner, using the precise and scientific term fair opinion, Mergers and acquisitions seem to be completely reasonable literally. They are a sober decision made after careful consideration, and are naturally beneficial to shareholders.

Taking Morgan Stanley as an example, it has found a very convincing evidence, that is, AOL is willing to pay a 71% markup for Time Warner Turner's shares; and in the past 12 months, Time Warner Turner's stock price has only increased by 6 percentage points. How can it be unfair to the holders of Time Warner Turner's weak stock?

That's $100 million, a fair opinion bought from Wall Street.

...

After working day and night on such tedious matters, the board vote, which is the last part of the M\u0026A, begins immediately.

Not surprisingly, Time Warner Turner is still the biggest variable here!

For this reason, Gerald Levine has been wringing his fingers to figure out who will stand on his side in the Time Warner Turner board of directors composed of more than 10 directors.

But just two hours before the meeting of Time Warner Turner's board of directors, there was another disturbance in the details of the merger agreement to be submitted, which clearly stated that Steve Case would be the non-executive chairman of the board of directors of the combined company.

As a result, Steve Case strongly opposed this, and even directly threatened that the two would break up and cancel the merger!

Gerald Levine was so angry that he wanted to fly to the AOL headquarters not far away, which was also in Rockefeller Center, and tear up Steve Case. It’s this time, you and me, cancel the merger?

The richest man who received the call said impatiently, You guys are always arguing like this, and I have no choice. Otherwise, remove the prefix of 'non-eeutive' or 'eeutive' and keep only 'hairman'; or, You bear the worst consequences you want to see.

An hour before Time Warner Turner's board meeting, Gerald Levine gave in once again, no longer obsessed with the explicit qualification of non-eeutive or eeutive before hairman.

Once again, Gerald Levine's psychology is so subtle and keeps hinting to himself that in order to take the overall situation into consideration, he temporarily compromises and passes this level first.

...

As the manager of Time Warner Turner, Gerald Levine uses power tactics to divide and check and balance those unconvinced executives; and for the board of directors, it is also the strategy of dividing and conquering.

The mystery here is that Gerald Levine, who started from hbo all the way, is well versed in every aspect of the company's business, and is a very well-informed person; and the members of Time Warner Turner's board of directors, Including Ted Turner, who has been ignoring all the time, pales in comparison.

At the same time, the members of Time Warner Turner's board of directors, far from being united and bickering with each other, are unlikely to constitute a long-term threat to Gerald Levine, which has allowed the other party to sit in the position of CEO until now. .

Specifically, Time Warner Turner's board of directors is divided into at least 4 different factions, and 6 of them belong to the group that supports Gerald Levine.

Along with Gerald Levine and Richard Parsons, this faction included Francis Fay Vincent, CEO of Columbia Books in the late 1970s and former Major League Baseball commissioner. , and his loyalist, retired Mississippi congressman John Danvers, who attended the same court.

The other two directors with the oldest qualifications are Hollywood veteran Murph Adelson and former opera actress Beverly Sears Glenough, both old friends of Steve Ross. , representing the last trace of the Rose era, and then firmly supported Gerald Levine, who was promoted by Steve Rose.

Murph Edelson, who was nearly seventy years old, was considered one of the founders of Hollywood in the heyday of his career; he sold his production company to Steve Edelson for $1.3 billion in the late 1980s. After Rose, he lived a quiet life of semi-retirement; after divorcing his third wife in 1992, he devoted all his thoughts to his fourth wife, who had just had their first child.

Beverly Sears Glenough is not particularly close to Gerald Levine personally, but as president of the Lincoln Center for the Performing Arts, she is grateful for his generosity .

Therefore, among Gerald Levine's faction, the no ambition Murph Adelson and Beverly Sears Glenough have the easiest tickets to get.

Outside of the Gerald Levine faction, there are no mediocrities.

Gerald Griveld, 65, and Stephen Pollenbach, 57, joined the board only last year.

The former is a talented person, the retired chief executive and chairman of ual, the parent company of united airlines, and the former vice chairman of chrysler corporation. However, he is busy starting a private bond fund and should not be in the mood to challenge Gerald Levine.

The latter was the CEO of Hilton Hotels Corporation, a well-received performance and financially astute, making him the most media-recognized director in Time Warner Turner.

Former U.S. Trade Representative Carla Hayes, former CEO and chairman of Philip Morris Michael Myers, and Stephen Pollenbach are also among the first-class competent directors.

The director who often confronts Gerald Levine is the 60-year-old Robben Mark.

This Gerald Levine is a thorn in the side and a thorn in the flesh. Is the long-serving CEO and Chairman of the Colgate-Pyll Malliff Company, shrewd, stubborn, mean, but also because of his rough behavior and rude words, he is not liked by other board members, and often challenges Jerah When De Levine was suppressed by Francis Faye Vincent, and then Ted Turner laughed at Robben, you are a toothpaste maker! What do you know?

Gerald Levine's eyes finally fell on Ted Turner, who is usually moody and erratic, and Mr. Richest, who is the most low-key and almost only participates in meetings by phone. The key to negative or not depends on the two of them. ()

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