Rebirth of the Tech Madman

Chapter 1023 When the Big Mac merger is in progress

…

Feeling that the richest man is taking care of his own feelings, Gerald Levine immediately refreshed. Gein, this also implies that the other party’s intervention in the distribution of power ends here.

After thinking about it carefully, Gerald Levine can also understand why Tang Huan, who proposed the establishment of a joint chief operating officer, supported the AOL side and monopolized the chief financial officer of the new company after the merger.

As for the chairman of Steve Case’s board of directors, he could not be identified as a non-executive chairman on the spot, but he was temporarily set aside for the purpose of seeking common ground while reserving differences. After all, he is the official chief executive officer and it makes sense to own a new company. Management rights.

Obviously, Gerald Levin’s mentality is so subtle. In order to get rid of the shadow of Steve Rose who promoted himself, his pursuit of meritorious deeds was almost paranoid, so that after Time Warner Turner made several concessions to AOL. , But also secretly comforting myself.

Seeing that Gerald Levin’s expression went 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 of directors, chief executive officer, joint chief operating officer, and chief financial officer of the new company after the merger only divides the power structure in the conventional sense. And when Gerald Levin stared at Steve Case’s chairman of the board of directors as executable, Robert Pittman’s role as the 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.

But in order to achieve this goal, the management must have the quality of keeping up with the times, responsive, and adaptable. Fortunately, the concept is closer to the Internet and digitalization.

In this way, Richard Parsons, who also serves as the co-chief operating officer, and most of Time Warner Turner’s senior executives, face the competition from the younger peers on AOL, they have no advantage. It is also the next step in the question of the power seizure plan.

Take Robert Pittman specifically. Although he and Richard Parsons from Time Warner Turner are both co-chief operating officers, they cannot have the same scope of responsibility and their goal is management. After the merger, the new company includes the most important parts such as AOL, Time Magazine, Turner Broadcasting, and hbo, and is responsible for checking 80% of the company’s cash flow.

In other words, when Gerald Levin took it for granted that the biggest challenger to his power was Steve Case, Robert Pittman, who was under cover, would be regarded as the real The favored “CEO” comes 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 two senior managers, lawyers, Investment consultants, do more specific things and strive to prepare all the required materials within half a month.”

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

Tang Huan tapped his fingers on the huge mahogany conference table and said solemnly: “I remind reporters that it is no secret that reporters develop informants in various companies. So, let your people take care of their mouths. Before the final vote of the board of directors, you must not leak any news; otherwise, you should be able to imagine the severity of the negative impact.”

Gerald Levine glanced at the determined Steve Case, and his heart sank.

Gein, he can guess that with Steve Case’s control over AOL, there will be no problem; but Time Warner Turner’s side is not necessarily. The people in charge, including Time Magazine, Warner Production, Turner Broadcasting Company, and even hbo, are all in the fraudulent corporate politics governance. They become distracted and dissatisfied with others, even if they are the chief. Executive officers are no exception.

After evaluating his “isolation index”, Gerald Levine decided to take a ruthless trick, that is, “kidnapping”, that is, to take the approximately 50 managers, bankers, and lawyers from Time Warner Turner. , Accountants, closed to the 48th and 49th floors of the New York office of Cravers-Swiss-More on Eighth Avenue, which in turn allowed the staff of Cravers-Swiss-More’s office, In order to be dispatched by this force, it had to work on the shaft 24 hours a day.

For example, in order to avoid leaking information, secretaries who print documents use codes to refer to the two companies, AOL and Time Warner Turner: “black” represents the former, and “blue” represents the latter.

What are you doing if you are so hardworking and moving the crowd?

The first is that the huge amount of paperwork is not only necessary to form the most important merger agreement, but also to draft all related documents, such as: employment contracts, merger termination agreements, interruption fees, exchange procedures, accounting methods, pension plans, press conferences , Asset structure, charts, valuation, exchange procedures… etc.

These contents, if the official documents cannot be expressed in detail, put them in the attachments, or even the attachments of the attachments.

Among them, the task of investment bankers is a little more special. They have to make a so-called “fairness opinion”, which is a written document used to assure respected board members that the terms of the merger are fair to shareholders.

Conversely, if the “fairness opinion” is not based on logic, that is, if AOL and Time Warner Turner’s merger and acquisition financial budgets are not based on real evidence, then shareholders have the right to appeal.

How dark is it inside?

In the past two years, Steve Case, who has fully felt the “rooted legs and thicker waist than others” bonus brought by the Internet, called Tang Huan uncertainly and complained: “Solomon Brothers Terry Cavayer, come to me to talk about the cost. Guess how much he wants?”

The richest man, who was buried in the pile of documents like everyone else, asked casually: “tens of millions of dollars?”

“US$60 million!” Steve Case said grimly: “Don’t ask too much, if you agree, then Morgan Stanley will definitely have to pay this amount.”

“Give him 50 million US dollars.” Tang Huan rubbed his eyebrows and explained patiently: “They are really worth the price.”

The fact is that Salomon Brothers and Morgan Stanley, which were hired for 100 million U.S. dollars, did things within their scope, that is, to use precise and scientific “fair opinions” to get AOL and Time Warner Turner’s Mergers and acquisitions, literally seem completely reasonable, are a sober decision made after careful deliberation, which is naturally beneficial to shareholders.

In the case of Morgan Stanley, it has found a very convincing evidence that AOL is willing to pay a 71% increase in the price of Time Warner Turner shares; and in the past 12 months, Time Warner Turner’s stock price only increased by 6 percentage points. How could it be unfair for holders of Time Warner Turner’s “weak stock”?

This is the $100 million “fair opinion” bought from Wall Street.

…

After busying with such tedious tasks day and night, the voting part of the board of directors, which is the last part of mergers and acquisitions, immediately begins.

Not surprisingly, it is the biggest variable on Time Warner Turner’s side!

For this reason, Gerald Levine has always held his finger to calculate that the Time Warner Turner board of directors composed of more than 10 directors will have anyone on his side.

But two hours before Time Warner Turner’s board of directors convened, there was another disorder in the details of the merger agreement to be submitted. It was clearly pointed out that Steve Case was the non-executive chairman of the board of directors of the new company after the merger.

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

Gerald Levine was angrily furious, wishing to fly to the AOL headquarters not far away, also in Rockefeller Center, and tear up Steve Case. It’s time for you and me to cancel the merger?

The richest man who received the call said impatiently, “You are always arguing like this, and I have no choice but to remove the prefixes of’non-eeutive’ or’eeutive’ and only keep’hairman’; or, You bear the serious results that you least want to see.”

One hour before the Time Warner Turner board of directors, Gerald Levin had once again succumbed to the clear restriction of adding ‘non-eeutive’ or ‘eeutive’ in front of ‘hairman’.

Once again, Gerald Levin’s psychology is so subtle that he constantly hints that he will temporarily compromise in order to take care of the overall situation and pass this level first.

…

As the manager of Time Warner Turner, Gerald Levine uses power to differentiate and balance those unconvincing executives; for the board of directors, it is also a 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 knowledgeable person; and a member of Time Warner Turner’s board of directors, Including Ted Turner, who has always been cited but not published, it pales in comparison.

At the same time, the members of Time Warner Turner’s board of directors could not talk about unity and quarrel. The result is that it is impossible to constitute a long-term threat to Gerald Levine, which in turn made the other party sit in the position of CEO until now. .

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

In addition to Gerald Levine and Richard Parsons, this faction also has Francis Fei Vincent, CEO of Columbia Book Company in the late 1970s and former commissioner of Major League Baseball. , And his allegiance, Mississippi retired congressman John Danvers who had read the same court.

The other two qualified Hollywood veterans, Murph Edelson, and former opera actress Beverly Sears Glinaff, who are qualified as the oldest directors, are both old friends of Steve Ross during his lifetime. , Represents the last trace of the Ross era, and firmly supports Gerald Levine promoted by Steve Ross.

Murphy Edelson, who is nearly old, was one of the founders of Hollywood in the heyday of his career; in the late 1980s, he sold his production company to Steve at a price of 1.3 billion US dollars. After Ross, he lived a peaceful life in semi-retirement. After divorcing his third wife in 1992, he gave all his thoughts to the fourth little wife, who just had their first child.

Beverly Sears Glinuff is not particularly close to Gerald Levin in private, but as the chairperson of the Lincoln Center for the Performing Arts, she is very grateful for Gerald Levin’s generous donation .

Therefore, in the Gerrard-Levine faction, the “unambitious” Murph Ederson and Beverly Sears Glinuff votes in the hands of The easiest to get it done.

Outside of the Gerrard-Levine faction, there are no generals.

Gerald Gliwild, 65, and Stephen Polenbach, 57, only joined the board of directors last year.

The former is outstanding. He is the retired CEO and chairman of the board of directors of United Airlines parent company ual, and the former vice chairman of the board of directors of Chrysler. However, he is busy starting a private bond fund and should have no intention of challenging Gerald Levine.

The latter was once the CEO of Hilton Hotels Corporation, his performance was well received, and he was also very financially savvy, making him the most media-recognized director of Time Warner Turnery.

Former U.S. Trade Representative Kara Hayes, former CEO and chairman of the board of directors of Philip Morris, Michael Miles, are also similar to Stephen Bolenbach and are first-class “competent” directors.

The 60-year-old Robben Mark is the director who often confronts Gerald Levin’s Mars hitting the earth.

This Gerald Levine had a thorn in his eyes and a thorn in his flesh. He is the long-serving CEO and chairman of the board of directors of Corgate-Pyle Maulif. He is shrewd, stubborn, and mean, but because of his rude behavior and rude speech, he is not liked by other board members and often challenges Jera. When De Levin was suppressed by Francis Fei Vincent, and then Ted Turner laughed at Robben, you are a toothpaste maker! What do you know?

Gerald Levine’s gaze finally fell on the usually moody and erratic Ted Turner, and the most low-key, almost only the richest man who participated in the meeting by phone. If no one in his faction “rebel”, then he wins. The key to negative or not depends on the two of them. ()

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