4 - Organizational power (written with Naomi J. Kaufman)

Summary

During the 1980s, corporate America endured another of its periodic merger manias. Billion-dollar companies snatched up multimillion-dollar firms, and were bought out in turn by still larger corporations. Some famous household names changed ownership and their operations were broken apart to pay off mountains of debt. Concentration within several industries increased substantially. A junk bond salesman became one of the nation's richest men, but was indicted for trading on insider information. Despite a historic stock market crash in 1987, the following year saw the biggest leveraged buyout of all time; RJR Nabisco, recently formed by merging a tobacco giant with a food conglomerate, became the target of a takeover bid by its president. The board of directors angrily rejected his initial bid as undervalued and sought outside offers. After frantic weeks of stock auctions by four groups, the board turned control of the company over to a Wall Street leveraged-buyout specialist for $25 billion in cash and securities. “Oreos will still be in children's lunch boxes,” promised the winner (Time, December 12, 1988: 56). But with RJR Nabisco's stock price doubling in just six weeks, analysts predicted that as much as one quarter of the firm would have to be sold to pay off its debt.

The RJR Nabisco fight dramatically depicted the interweaving of political and economic power in modern organizations; the internal clash of opposing strategies, the massive amounts of resources, the alliances formed among organizations, the fates of thousands of employees and shareholders hanging in the balance.