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Takeover Titans


BOOK BRIEFS'

TAKEOVER TITANS

SKADDEN: POWER, MONEY, AND THE RISE OF A LEGAL EMPIRE

By Lincoln Caplan

Farrar, Straus & Giroux x 341pp x $25

Like his three other acclaimed books on legal topics, Lincoln Caplan's tale of Skadden, Arps, Slate, Meagher & Flom, one of America's preeminent law firms, is thorough and well-reported. Skadden: Power, Money, and the Rise of a Legal Empire is an exhaustive look at how the firm grew from a quirky but congenial perch for smart lawyers shunned by the legal Establishment to an oversized institution full of equally oversized egos.

To document this transformation, Cap-

lan spent five years watching Skadden's lawyers in action. His primary focus--and a key reason for Skadden's success--is the firm's mergers-and-acquisitions work, much of which was considered unsavory by Wall Street firms with an aversion to hostile takeovers. Led by Senior Partner Joe Flom, Skadden became so powerful in the M&A field during the 1980s that companies paid huge retainers just to keep it from representing competitors. In 1986, profits soared 140% above projections, generating a "Pig Pool" that was divvied up by the firm's top dealmakers. Flom took home an extra $4 million. Such largess embittered lawyers who didn't share in the booty.

Caplan's revelations about Skadden's excesses are entertaining. Lawyers who left their gym bags home sent private cars to get them. A "Project Capital" fund was set up to manage partners' money when they didn't have time to do it themselves. And associates received $5,000 starting bonuses, often used to finance new wardrobes. But for all the attention he gives the M&A practice, Caplan fails to delve into individual deals. That's disappointing, since much of Skadden's notoriety stems from its hardball tactics.

In the end, Caplan's book collapses under the weight of excessive detail, much of it inherently flat. Only legal junkies are likely to have the appetite for this much Skadden minutia.LINDA HIMELSTEIN


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