POWER STRUGGLES in corporate boardrooms have always made good reading.
They are real-life episodes with all the ingredients of popular fiction: money, power, avarice, sex, treachery and the comforting knowledge that the outcome doesn't really matter much. After all, who really cares, besides the participants, whether XYZ Co. takes over PDQ Inc.?
The biggest business battle of all, last year's ill-fated attempt by the Bendix Corporation to take over Martin Marietta, fascinated the public because it had all the soap- opera elements, plus a plot that came straight out of Harold Robbins. The whiff of sex came from the involvement of Mary Cunningham, a baffling woman who spends much of her time giving interviews to say how much she hates publicity.
When Bendix chairman William Agee, now married to Cunningham, went after Marietta, he began a carnival of greed and ego that cost Bendix its independence, wiped out his own promising career, and succeeded only in enriching a handful of hired-gun lawyers and investment bankers.
Anyone still interested in this sorry affair will find that the entire story is just as wasteful and scandalous in restrospect as it seemed at the time. In their very different books about the takeover struggle, Hope Lampert and Allan Sloan find little of merit in any of the participants.
Some, such as Edward D. Hennessy Jr., chairman of Allied Corp., and the ultimate victor in the four-way battle, come off as competent, if not compassionate or motivated by any sentiment other than power. Others, and especially Agee, lacked even competence.
In Till Death Do Us Part, Lampert, a reporter for Newsweek, has done an outstanding job of reporting the inside details of this billion-dollar chess game.
She recounts all the comings and goings, the board meetings, the flights on private jets, the chance encounters on Nantucket, the legal strategy sessions, the shifting alliances, that led from Bendix's initial grab for Marietta to the denouement, Bendix's absorption into Allied.
Her account is full of fascinating little vignettes that escaped notice in the heat of battle. She reports, for example, that Salomon Brothers, Bendix's investment banker at the outset, stationed a photographer in the lobby of a New York office building to take pictures of everyone going into the offices of Marietta's lawyers, in a search for clues about what Marietta was up to. She even names the Chinese restaurant where one of the teams ate on a crucial night of the negotiations.
This mass of detail, recounted in a crisp, almost staccato style, is impressive, and it lends credibility to her claim to be quoting what participants said in private meetings and telephone calls. She says the quotes--suspiciously devoid of obscenities--are based on more than 250 hours of interviews with the participants, and reflect their recollections of what was said.
Even if the quotes are reasonably accurate, however, her nuts-and-bolts approach inevitably weakens her book. Though meticulous about narrative details, she offers little else. She ventures no summation, no judgement, no reflections on what it all meant, if anything. She is excellent at reporting that A did this and B said that, but she does not even attempt to put the story in any larger economic or ethical context.
Sloan, a writer for Money magazine, paints on a much larger canvas in Three Plus One Equals Billions. He cannot match Lampert's depth of detail, and he clearly interviewed fewer participants. Characters who are prominent in Lampert's account, such as Eric Gleacher of Lehman Brothers, are not even mentioned in Sloan's book.
But Sloan covers the essentials of the story adequately, and he does much more. He explains motivations, and he shows how the battle was almost inevitable, given the training and background of the principals and the economic trends of the 1970s.
Where Lampert leaves the reader to make judgments on the basis of her dispassionate account, Sloan makes clear that he regards Agee as shallow and devious, Cunningham as manipulative and untruthful, and the Harvard Business School, where they were both trained, as a blight on the nation.
Harvard, he says, "does not teach how to build and operate a better mouse trap. It teaches how to outsmart, to beat out the other guy." Sloan argues persuasively that Harvard's case-study approach, stressing short- term profits over long-term commitments, left Agee and Cunningham out of their depth in dealing with old-line executives such as Marietta president Thomas Pownall.
"The stubborness of Tom Pownall," he notes, "and his like-minded board of directors did not show up in the decision trees or scenarios that Bendix used to plan its operation against Marietta." Agee, according to Sloan, was interested only in short-term gains, and was just as willing to sell Bendix as expand it. He simply could not understand the pride and staying power of a man like Pownall, and because of his own quick rise to power at Bendix he could not match the battle-scarred negotiating savvy of a man like Hennessy.
Sloan is comfortable with the intricacies of high finance, and explains for the nonspecialist reader why the inflation of the 1970s left both Bendix and Marietta vulnerable to raids, and why First Boston, the investment banking house, needs to do deals more than Salomon Brothers does. He is as generous as Lampert is stingy with instruction on how the takeover game is played and how the players use the regulations issued by the Securities and Exchange Commission to protect investors to maximize their own advantage. Any kind of takeover defense so far devised--PacMan, scorched earth, crown jewels, white knight, Jonestown--is explained just when the reader needs help.
Neither book has an index. In Lampert's, this omission is partly rectified by the inclusion of a cast of characters, in which all the executives, lawyers and investment bankers are grouped by team. It is a rich, high- powered collection of people, blessed with talent and opportunity. It cannot be said, on the basis of the evidence in these accounts, that they used what they had for the benefit of society.