Mergers, Acquisitions, and Corporate Restructurings. Gaughan Patrick А.

all improper activities in the pursuit of takeovers, they did set the stage for reasonable behavior during the first takeover wave.

      Financial factors rather than legal restrictions forced the end of the first merger wave. First, the shipbuilding trust collapse in the early 1900s brought to the fore the dangers of fraudulent financing. Second, and most important, the stock market crash of 1904, followed by the banking Panic of 1907, closed many of the nation's banks and ultimately paved the way for the formation of the Federal Reserve System. As a result of a declining stock market and a weak banking system, the basic financial ingredients for fueling takeovers were absent. Without these, the first great takeover period came to a halt. Some economic historians have interpreted the many horizontal combinations that took place in the first wave as an attempt to achieve economies of scale. Through M&As, the expanding companies sought to increase their efficiency by lower per-unit costs. The fact that the majority of these mergers failed implies that these companies were not successful in their pursuit of enhanced efficiency. Under President Theodore Roosevelt, whose tenure in the executive office lasted from 1901 to 1909, the antitrust environment steadily became more stringent. Although he did not play a significant role in bringing an end to the first wave, Roosevelt, who came to be known as the trustbuster, continued to try to exert pressure on anticompetitive activities.

      The government was initially unsuccessful in its antitrust lawsuits, but toward the end of Roosevelt's term in office it began to realize more success in the courtrooms. The landmark Supreme Court decision in the 1904 Northern Securities case is an example of the government's greater success in bringing antitrust actions. Although President Roosevelt holds the reputation of being the trustbuster, it was his successor, William Howard Taft, who succeeded in breaking up some of the major trusts. It is ironic that many of the companies formed in the breakup of the large trusts became very large businesses. For example, Standard Oil was broken up into companies such as Standard Oil of New Jersey, which later became Exxon; Standard Oil of New York, which became Mobil and merged with Exxon in 1998; Standard Oil of California, which rebranded under the name Chevron, and acquired Gulf Oil in 1985, Texaco in 2001, and Unocal in 2005; and Standard Oil of Indiana, which became Amoco, and was acquired by BP in 1998. The mergers between some of the components of the old Standard Oil reflect the partial undoing of this breakup as the petroleum market has been global, and these descendants of J. D. Rockefeller's old company now face much international competition.

      Second Wave, 1916–1929

      George Stigler, the late Nobel prize–winning economist and former professor at the University of Chicago, contrasted the first and second merger waves as “merging for monopoly” versus “merging for oligopoly.” During the second merger wave, several industries were consolidated. Rather than monopolies, the result was often an oligopolistic industry structure. The consolidation pattern established in the first merger period continued into the second period. During this second period, the U.S. economy continued to evolve and develop, primarily because of the post–World War I economic boom, which provided much investment capital for eagerly waiting securities markets. The availability of capital, which was fueled by favorable economic conditions and lax margin requirements, set the stage for the stock market crash of 1929.

      The antitrust environment of the 1920s was stricter than the environment that had prevailed before the first merger wave. By 1910, Congress had become concerned about the abuses of the market and the power wielded by monopolies. It also had become clear that the Sherman Act was not an effective deterrent to monopoly. As a result, Congress passed the Clayton Act in 1914, a law that reinforced the antimonopoly provisions of the Sherman Act. (For a discussion of the Sherman and Clayton Acts, see Chapter 3.) As the economy and the banking system rebounded in the late 1900s, this antitrust law became a somewhat more important deterrent to monopoly. With a more stringent antitrust environment, the second merger wave produced fewer monopolies but more oligopolies and many vertical mergers. In addition, many companies in unrelated industries merged. This was the first large-scale formation of conglomerates. However, although these business combinations involved firms that did not directly produce the same products, they often had similar product lines.

      Armed with the Clayton and Sherman Acts, the U.S. government was in a better position to engage in more effective antitrust enforcement than had occurred during the first merger wave. Nonetheless, its primary focus remained on cracking down on unfair business practices and preventing cartels or pools, as opposed to stopping anticompetitive mergers. At this time widespread price-fixing occurred in many industries, which was thought to be a more pressing threat to competition than mergers, which now were mainly vertical or conglomerate transactions. Just as in the first merger wave, the second merger period witnessed the formation of many prominent corporations that still operate today. These include General Motors, IBM, John Deere, and Union Carbide.

      The 1940s

      Before we proceed to a discussion of the third merger period, we will briefly examine the mergers of the 1940s. During this decade, larger firms acquired smaller, privately held companies for motives of tax relief. In this period of high estate taxes, the transfer of businesses within families was very expensive; thus, the incentive to sell out to other firms arose. These mergers did not result in increased concentration because most of them did not represent a significant percentage of the total industry's assets. Most of the family business combinations involved smaller companies.

      The 1940s did not feature any major technological changes or dramatic development in the nation's infrastructure. Thus, the increase in the number of mergers was relatively small. Nonetheless, their numbers were still a concern to Congress, which reacted by passing the Celler-Kefauver Act in 1950. This law strengthened Section 7 of the Clayton Act. (For further details on the Clayton Act, see the following section and Chapter 3.)

      Third Wave, 1965–1969

      The third merger wave featured a historically high level of merger activity. This was brought about in part by a booming economy. During these years, often known as the conglomerate merger period, it was not uncommon for relatively smaller firms to target larger companies for acquisition. In contrast, during the two earlier waves, the majority of the target firms were significantly smaller than the acquiring firms. Peter Steiner reports that the “acquisition of companies with assets over $100 million, which averaged only 1.3 per year from 1948 to 1960, and 5 per year from 1961 to 1966, rose to 24 in 1967, 31 in 1968, 20 in 1969, 12 in 1970 before falling to 5 each year in 1971 and 1972.”29

The number of M&As during the 1960s is shown in Figure 2.1. These data were compiled by W. T. Grimm and Company (now provided by Houlihan Lokey Howard & Zukin), which began recording M&A announcements on January 1, 1963. As noted, a larger percentage of the M&As that took place in this period were conglomerate transactions. The Federal Trade Commission (FTC) reported that 80 % of the mergers that took place in the 10-year period between 1965 and 1975 were conglomerate mergers.30

Figure 2.1 Third Merger Wave, Merger and Acquisition Announcements, 1963–1970. The Third Merger Wave Peaked in 1969. The Decline in the Stock Market, Coupled with Tax Reforms, Reduced the Incentive to Merge. Source: Mergerstat Review, 2014.

      The conglomerates formed during this period were more than merely diversified in their product lines. The term diversified firms is generally applied to companies that have some subsidiaries in other industries but a majority of their production within one industry category. Unlike diversified firms, conglomerates conduct a large percentage of their business activities in different industries. Good examples are Ling-Temco-Vought (LTV), Litton Industries, and ITT. In the 1960s, ITT acquired such diverse businesses as Avis Rent A Car, Sheraton Hotels, Continental Baking, and other far-flung enterprises, such as restaurant chains, consumer credit agencies, home building companies, and airport parking firms. Although the third merger wave is associated with well-known conglomerate firms such as ITT and LTV, many corporations of varying sizes engaged