July 01, 2003
Abominable story of AOL-Time-Warner merger.
The
NY Times reviews Alec Klein's new book on the merger. I find it shocking even given all of the stories we've heard of greed and corruption during the dot-com days. Virtually nothing to do with business or capitalism; this is just naked theft and fraud, with no apparent limits of any sort.
Mr. Klein writes that the decision to make the deal Ð giving Time Warner 45 percent of the new company and AOL 55 percent Ð was made pretty much by Mr. Levin alone: "For such a monumental merger, a landmark deal that would affect nearly 100,000 employees, not to mention tens of millions of consumers across the globe, the clincher was an incredibly solitary affair: Levin, like Howard Hughes closeted in his own secure, dark perch, contemplated the deal over the New Year's weekend while, he said, `watching a hundred hours of CNN.' "
Mr. Klein pointedly adds, "Time Warner was a public company, owned by its shareholders and overseen by a dutiful board of directors, but in this transaction, Levin had kept virtually every senior officer in the dark, completely unaware that a merger was in the offing."
... In recounting the story of the merger, Mr. Klein draws a visceral and chilling portrait of the arrogant cowboy culture that prevailed at AOL in the 90's: foul-mouthed, high-living executives, riding high on stock options and reveling in their win-at-all-costs approach to negotiating deals. "By late 1999, many companies seeking to do business with AOL were no longer viewed as potential partners," Mr. Klein writes. "They were a target, to be used. The first order of business was for AOL deal makers to find out how much money the dot-coms had raised in venture-capital funding, then try to extract as much as possible from them in online ad deals. Informally, AOL's goal was to get a minimum of 50 percent of a dot-com's venture-capital funding."
This super-aggressive deal making of course helped undermine many of the fledgling dot-coms that AOL was doing business with and eventually resulted in blow-back, as many of those failing companies ended up being unable to pay their AOL bills. In the months leading up to the consummation of the AOL-Time Warner merger and in the months following it, Mr. Klein reports, unorthodox deal making and accounting pyrotechnics continued as executives struggled to ensure that the company met its ambitious growth targets, a goal that became increasingly elusive, as a withering advertising market showed no signs of picking up.
The collapse of the company's fortunes was remarkably rapid: Mr. Levin and eventually Mr. Case departed; in the summer of 2002 the S.E.C. and the Justice Department opened investigations into the company's accounting practices; and as Mr. Klein reports, AOL Time Warner later said it would "revise its financial results for a two-year period occurring before and after its merger in January 2001 to account for online ad sales and other deals that improperly inflated revenue by $190 million." It finished 2002 with "a historic bang: a loss of nearly $100 billion, the largest annual loss in U.S. corporate history."
... The story he has told in these pages stands on its own as a compelling parable of greed and power and hubris.
The part about how their fraud and aggressiveness played a major role in causing the collapse of many smaller dot-coms is a revelation. If you owned stock in any of those companies, any that advertised on AOL during 1998 and 1999, you have a legal case against them.
But they go after Martha Stewart for a couple of hundred thousand dollars, and let Case, Levin et al walk away with uncounted tens, if not hundreds, of billions. Case should be in prison for the rest of his life. His actions have had a devastating on people not just in the US, but all over the world. And they continue to hurt and damage us all.