……

Feeling that the richest man was taking care of his feelings, Gerard Levine suddenly perked up. Pen? Interesting? Pavilion wWw. ｂiquge。 info Gain, which also implies that the other side's interference in the distribution of power ends here.

If you think about it carefully, Gerard Levine can also understand why Tang Huan, who proposed the establishment of a joint chief operating officer, instead supported AOL and monopolized the CFO of the new company after the merger - who makes the family rich.

As for Steve Case's chairman, he was not confirmed as non-executive chairman on the spot, and it was only put on hold for the sake of seeking common ground and expediting the negotiation process - after all, he was the official CEO and had the right management of the new company.

It has to be said that Gerard Levine's mentality is so subtle - in order to get rid of the shadow of Steve Ross who promoted him, the pursuit of achievement is almost paranoid, so that he can still secretly comfort himself after Time Warner Turner made several concessions to AOL.

Seeing that Gerard Levine's demeanor was as usual, Tang Huan gave Steve Keys and Robert Pittman a look, and the former also looked at the latter.

In fact, the determination of the chairman of the board of directors, the chief executive officer, the joint chief operating officer, and the chief financial officer of the new company after the merger only divides the power structure in the conventional sense. And while Gerard Levine is staring at whether Steve Case's chairman of the board is executable, the role of Robert Pittman, co-COO, will come into play.

You must know that the reason why Gerard Levine actively promoted the marriage between Time Warner Turner and AOL is to embrace the Internet and welcome the digital revolution.

However, in order to achieve this goal, the management must have the qualities of keeping up with the times, being agile, adaptable, etc., so as to be more close to the Internet and digitalization in terms of concept.

As a result, Richard Parsons, who also serves as co-COO, and most of the Warner Turner executives, have little advantage in the face of competition from their younger counterparts on AOL - and this is the next step in the plan to seize power.

Robert Pittman, for example, although he and Richard Parsons of Time Warner Turner are co-COOs, their scope of responsibility cannot be the same - their goal is to manage the most important parts of the combined company, including AOL, Time Magazine, Turner Broadcasting, HBO, etc., and to be responsible for checking 80% of the company's cash flow.

In other words, when Gerard Levine took it for granted that the biggest challenger to his power was Steve Case, Robert Pittman, who was covered, would be supported as the real "CEO".

After a while, seeing that the scheduled agenda was almost finalized, the richest man looked at Gerard Levine and Steve Case, and spoke again: "It's time for the two of you to gather your senior managers, lawyers, and investment advisors to do something more concrete - try to get all the necessary materials ready within half a month." ”

The long-standing stalemate was finally broken, and both Gerard Levine and Steve Keys breathed a sigh of relief – and both of them immediately agreed.

Tang Huan's fingers tapped on the huge mahogany conference table, and he said in a deep voice: "Let me remind you that it is not a secret that reporters develop whistleblower informants in various companies - so, let your people keep their mouths shut, and never leak any news before the final vote of the board of directors; Otherwise, you should be able to imagine the severity of the negative impact. ”

Gerard Levine glanced at Steve Case, who had a determined look, and couldn't help but feel his heart sink.

Gain, he could guess - with Steve Case's control of AOL, there would be no problem; But on Time Warner's side, not necessarily. The people in charge, including Time Magazine, Warner Productions, Turner Broadcasting, and even HBO, have become detached and disobedient to no one in the midst of deceitful corporate politics~governance, even as the CEO.

After assessing his "isolation index", Gerald Levine decided to make a ruthless move, that is, to "kidnap", that is, to close about 50 managers, bankers, lawyers, and accountants on Time Warner's side to the 48th and 49th floors of the New York office of Clifford Swee Moore on Eighth Avenue, and then the staff of Cleavers-Swee More had to work 24 hours a day in order to be deployed by this force.

The details are also subtle - for example, in order to avoid leaking information, the secretaries who printed the documents refer to AOL and Time Warner Turner in code: "black" for the former and "blue" for the latter.

What are you doing with all this hard work?

First of all, there is a huge amount of paperwork - not only the most important M&A agreement has to be formed, but all the relevant documents have to be drafted, such as: employment contracts, M&A termination agreements, interruption costs, exchange procedures, bookkeeping methods, pension plans, press conferences, asset structures, charts, valuations, exchange procedures, etc...... Wait a minute.

These elements, if they cannot be expressed in detail in the official document, are placed in the annex, or even in the annex of the annex.

The task of investment bankers is a little more special – they have to make what is known as a "fairness opinion," a written document that assures 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 M&A financial budgets are not based on real evidence, then shareholders have the right to appeal.

How dark is this?

Steve Case, who has fully felt the dividends of "pulling out leg hair is thicker than others' waists" brought by the Internet in the past two years, called Tang Huan uncertainly and complained: "Terry Kavaye of Salomon Brothers has come to me to talk about the cost - guess how much he asks?" ”

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

"$60 million!" Steve Case said stupidly: "Don't ask, if you agree, then Morgan Stanley will definitely have to pay this amount." ”

"Give him $50 million." Tang Huan rubbed his eyebrows and patiently explained, "They are indeed worth the price. ”

And so it is true that Salomon Brothers and Morgan Stanley, which were hired for $100 million, did what was within their scope, that is, to use the precise and scientific term "fair opinion" to make the merger between AOL and Time Warner Turner seem completely reasonable on paper, and it was a sober decision made after careful consideration, which was naturally beneficial to shareholders.

In the case of Morgan Stanley, it found very convincing evidence, that is, AOL is willing to pay a 71% increase for Time Warner Turner's shares; And in the past 12 months, Time Warner Turner's share price has increased by only 6 percentage points - how can it be unfair to 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 of directors votes, which is the last part of the merger and acquisition, begins.

Not surprisingly, it is still the variable on Time Warner's side that is the biggest!

To this end, Gerard Levine has been calculating with his fingers - who will be on his side on the Time Warner Turner board of directors, which is made up of more than 10 directors.

But just two hours before Time Warner Turner's board meeting, there was another mess — the details of the merger agreement to be submitted made it clear that Steve Keys would be the non-executive chairman of the board of directors of the new combined company.

As a result, Steve Keys strongly objected to this, and even directly threatened - then break up and cancel the merger!

Gerard Levine was so angry that he wanted to rush to AOL's headquarters in Rockefeller Center, not far away, and tear up Steve Keys - it's all about time, you tell me, cancel the merger?

The richest man who received the call said impatiently, "You are always arguing like this, and I have no choice - either remove the prefix of 'Non-executive' or 'Executive' and keep only 'Chairman', or you will bear the serious consequences that you least want to see." ”

By an hour before Time Warner's Turner board meeting, Gerald Levine had once again caved in — no longer bothering with the clear definition of "Non-executive" or "Executive" in front of 'Chairman'.

I have to say it again, Gerard Levine's psychology is so subtle - constantly hinting at himself, in order to take into account the overall situation, temporarily compromise, and pass this hurdle first.

……

As the manager of Time Warner Turner, Gerald Levine uses power tricks to divide and balance those who are not convinced; And for the board of directors, it is also the strategy of "divide and conquer".

The mystery of this is that Gerard Levine, who started all the way from HBO, is well versed in every aspect of the company's business and is a very powerful and well-informed person; The members of Time Warner's Turner board of directors, including Ted Turner, who has been a statutor, are dwarfed by much.

At the same time, the members of Time Warner's Turner board of directors are not united – the result of the bickering is unlikely to pose a long-term threat to Gerard Levine, who has been sitting in the CEO position until now.

Specifically, Time Warner's Turner board of directors is divided into at least four different factions, and six of those seats belong to the gang that supports Gerald Levine.

In addition to Gerard Levine and Richard Parsons, the faction included Francis Fay Vincent, CEO of Columbia Books in the late 1970s and a former commissioner of Major League Baseball, and his loyalist, John Danvers, a retired Mississippi congressman who attended the same law school as him.

The other two oldest directors, Hollywood veteran Murf Adelson, and former opera actress Beverly Sears Glinave, were old friends of Steve Ross and represented the last vestiges of the Ross era, and then firmly supported Gerard Levine, who was promoted by Steve Ross.

The young Murf Adelson was one of the founders of Hollywood in the heyday of his career; After selling his production company to Steve Ross for $1.3 billion in the late 1980s, he lived a quiet 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 Glinaf was not particularly close to Gerald Levine in private, but as president of the Lincoln Center for the Performing Arts, she was grateful for Gerald Levine's generous donation.

Therefore, among Gerald Levine's faction, the "unambitious" Murf Anderson and Beverly Sears Glinaf have the easiest tickets in their hands.

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

Gerard Gliveld, 65, and Stephen Pollenbach, 57, joined the board last year.

The former is a retired CEO and chairman of the board of directors of United Airlines' parent company, UAL, and a former vice chairman of the board of Chrysler Corporation. However, he is busy starting a private bond fund and should not have the heart to challenge Gerard Levine.

The latter, a former CEO of Hilton Hotels & Resorts, has been widely acclaimed and financially savvy, arguably Time Warner's most recognized director in the media.

Former U.S. Trade Representative Carla Hayes and former CEO and chairman of the board of directors of Philip Morris & Co. Michael Maers, like Stephen Pollenbach, are among the first-class "competent" directors.

The director who often collides with Gerald Levine on Mars is none other than 60-year-old Robben Mark.

This Gerard Levine is a thorn in the eye and a thorn in the flesh. The long-serving CEO and chairman of the board of directors of Calgate Pyremoriff, he is shrewd, stubborn, and mean, but also disliked by other board members because of his rough behavior and rude speech, and is often suppressed by Francis Fay Vincent when challenging Gerald Levine, and then ridiculed by Ted Turner - Robben, you are a toothpaste-maker! What do you know?

Gerard Levine's gaze finally fell on the usually moody and erratic Ted Turner, and the richest man who was the most low-key and almost exclusively participated in the meeting by phone - if no one in his faction "defected", then the difference between victory and defeat was up to the two of them.