Book Description
"A wonderful character study of someone whose cognitive dissonance ('I am brilliant, therefore I must be doing everything correctly') led directly to his downfall. Students would do well to read this book before venturing forth into a large firm, a small firm, or any pressure-cooker environment."
-Nancy Rapoport, University of Houston Law Center
"Eat What You Kill is gripping and well written. . . . It weaves in academic commentary and understanding of professional ethics issues in a way that makes it accessible to everyone."
-Frank Partnoy, University of San Diego Law School
He had it all, and then he lost it. But why did he do it, risking everything-wealth, success, livelihood, freedom, and the security of family?
Eat What You Kill is the story of John Gellene, a rising star and bankruptcy partner at one of Wall Street's most venerable law firms. But when Gellene became entangled in a web of conflicting corporate and legal interests involving one of his clients, he was eventually charged with making false statements, indicted, found guilty of a federal crime, and sentenced to prison.
Milton C. Regan Jr. uses Gellene's case to prove that such conflicting interests are now disturbingly commonplace in the world of American corporate finance. Combining a journalist's eye with sharp psychological insight, Regan spins Gellene's story into a gripping drama of fundamental tensions in modern-day corporate practice and describes in perfect miniature the inexorable confluence of the interests of American corporations and their legal counselors.
This confluence may seem natural enough, but because these law firms serve many masters-corporations, venture capitalists, shareholder groups-it has paradoxically led to deep, pervasive conflicts of interest. Eat What You Kill gives us the story of a man trapped in this labyrinth, and reveals the individual and systemic factors that contributed to Gellene's demise.
Customer Reviews:
Well Told Story About An Intriguing Subject But Analysis Could Be Better.......2006-07-17
Eat What You Kill: The Fall of a Wall Street Lawyer is the story of John Gellene, the only attorney to ever go to jail for making an incomplete disclosure of "connections" to creditors and parties in a bankruptcy case. While it is clear that Gellene committed an ethical lapse, the fact that he was prosecuted, convicted and served time is truly surprising. Others have failed to disclose much more and have suffered much lighter consequences. As a result, the question of why this particular case resulted in a prison sentence rather than a slap on the wrist is really interesting, particularly to lawyers.
This is a book about lawyers and the law, so that a little background on the law is helpful Representing large companies in bankruptcy is big business. The fees can run into the millions of dollars. In order to secure one of these potentially lucrative appointments, the lawyer must seek court approval of his employment and demonstrate that he is "disinterested." To show that he is "disinterested," the lawyer must submit a sworn statement disclosing his "connections" to the debtor and its creditors. Since the statement is submitted under penalty of perjury, a false statement is subject to criminal prosecution.
In the Gellene case, the large New York law firm of Milbank, Tweed was hired to represent Bucyrus-Erie Corporation in its bankruptcy proceeding. The bankruptcy was very contentious because the largest unsecured creditor, Jackson National Life, had accused the company's investment banker, Goldman Sachs, with manipulating the company's financial affairs to its own benefit. Things got worse when a Goldman Sachs partner, Mikael Salovaara, started his own firm, South Street Fund, and that firm did a deal with Bucyrus-Erie which put them ahead of all the other creditors.
All this happened before bankruptcy lawyer John Gellene entered the picture. However, it created an adversarial situation between the company and between different groups of its creditors. The debtor's attorney would be caught in the middle of this conflict and would have to navigate it in order to successfully reorganize the company. John Gellene began representing Bucyrus-Erie a year before its bankruptcy at a time when his law firm was not representing either Salovaara or South Street. However, shortly before the case was filed, Milbank, Tweed began representing South Street in another bankruptcy and also represented Salovaara in a dispute with his partner. Both of these were "connections" with creditors. However, Gellene failed to disclose these relationships in either of two affidavits filed with the court.
Gellene successfully guided Bucyrus-Erie through its reorganization and his firm was paid nearly $2 million in fees for doing so. Unfortunately, his successful plan put the company's old adversary, Jackson National Life, in control of the company. Years later, Jackson found out about the failure to disclose and sued Milbank, Tweed to return its fees and for malpractice. This proved to be very costly for Milbank, Tweed but it was worse for John Gellene. The publicity spawned by the fee litigation prompted the U.S. Attorney to file criminal charges against Gellene. A deal to plead to a misdemeanor fell through and the case went to trial. The prosecution sought to portray the failure to disclose as black and white, the while the defense attempted to put the statement in context. The jury sided with the U.S. Attorney and Gellene was convicted and sentenced to 15 months in prison. Gellene went from being a highly respected bankruptcy attorney to a convicted felon in a relatively short period of time.
Eat What You Kill does a good job of telling the story and does an adequate job of explaining why this lawyer did what he did, but really fails to answer the big question of why John Gellene was prosecuted. The book does its best job at opening a window onto the pressures faced by a big firm lawyer struggling to survive but cutting corners to do so.
Part 1 of the book does a slow but methodical job of setting the stage. In particular, it describes the world of the large New York law firm where security is an illusion. Gone are the days where clients maintained loyalty to a single firm and firms maintained loyalty to their partners. This world was replaced by a much more fluid one where clients award their business to the best suitor and partners compete against each other in a continuous tournament to see who can bring in the most clients, or failing that, who can bill the most hours. In such a world, it is tempting to cut corners if doing so means being able to attract more business and bill more hours. Additionally, it creates an atmosphere where the "service partners," the ones who perform and supervise the work, must maintain the good will of the "rain makers" who bring in the clients.
Parts 2 and 3 of Eat What You Kill tell the guts of the story in a fast-paced, easy to read manner. It is exciting to watch (at least from a bankruptcy lawyer's vantage) as John Gellene tries strategy after strategy to bring the reorganization to a successful conclusion before the company implodes under the weight of the litigation. Then, just as Gellene has achieved success, everything comes crashing down on him with the weight of a Shakespearean tragedy.
Part 4 and the epilogue try to make sense of what happened. This part of the story could have benefited from a thorough job of editing and re-writing. Pieces of the story which were apparent from the original telling are replayed over and over again in over 70 pages of mind-numbing discussion without achieving a coherent explanation. The epilogue strays into proposals for reforming legal ethics while paying scant attention to the story.
It is possible for the reader to put together the "why" of John Gellene's actions, but it requires some patience. In short, Gellene was placed in an atmosphere where he had to succeed to survive. Disclosing the connections to Salovaara and South Street would have risked losing a lucrative piece of work that he had already been working on for a year. It would have also risked incurring the displeasure of his rain maker who controlled the relationships with Bucyrus-Erie, South Street and Salovaara. The disclosures were one piece of paper of thousands filed in the case. There must have been overwhelming pressure to give them scant attention and move on to more substantive issues. If Gellene did weigh the risks in any detail, he probably dismissed them, since disclosure violations frequently resulted in mild consequences. Thus, it is likely that John Gellene felt sucker-punched when he was indicted, tried and convicted.
Unfortunately, the book gives little emphasis to the "why" of his prosecution. White color prosecutions are rare and prosecutions for failure to disclose conflicts in a bankruptcy case are rarer still. In this case, the Asst. U.S. Trustee (an official charged with overseeing bankruptcy proceedings) had previously been the U.S. Attorney. Perhaps he approached the case with a prosecutor's mindset rather than from a bankruptcy point of view and thus was able to lobby for a prosecution. This was a case where a big New York law firm collected millions of dollars in fees in a case filed in Wisconsin. Perhaps jealousy and mistrust of outsiders played a role. Unfortunately, these themes are not discussed in any depth.
This is an interesting book about an interesting topic, but a revised edition could be better.
Spellbinding and hugely educational.......2005-08-11
Hats off to Professor Regan for his prodigious research and painstaking, vivid recreation of the saga of a prominent lawyer's startling rise and fall --an all-the-more remarkable achievement given Gellene's refusal to cooperate in this project. This is an amazing look-behind-the-curtain as to: how large law partnerships reward and penalize their producers and non-producers; how complicated bankruptcy negotiations unfold; how investment bankers and vulture investors exploit weakened corporations; how a brilliant professional succumbed under pressure to career-ending ethical blunders; and much more. An extremely valuable reading experience for practioners and students of law and business that deserves to be a best-seller.
Important book about ethics.......2005-08-09
Great book showing what can go wrong when law firms let top lawyers get away with violating common practices.
a patient reader reaps far more than an ethics case study.......2005-05-05
Read for: lessons in bankruptcy law and practice, junk bonds, vulture investment, corporate law generally, white collar crime and trial tactics, and a nuanced ethical exploration
Avoid if: seeking simple answers, easily bored by thorough and balanced legal arguments
"Eat What You Kill" explores in excruciating detail the rise and fall of John Gellene, bankruptcy attorney extraordinaire, who failed to disclose a conflict of interest which landed him in prison.
Yet Milton Regan's book offers more than an ethics case study. A blow-by-blow survey of corporate restructuring, bankruptcy litigation tactics, and white collar criminal prosecution, Regan's book overwhelms with useful instruction. Though focused upon Gellene's life at law, Regan uses it as a prism to explore the environment of many others swimming in the same waters.
Lay readers may find the professorial tone both vice and virtue, as the riches grow tiresome to anyone uninterested in following the pros, cons, counter-pros, and counter-cons of various litigation tactics and arguments. Within this web of contextual detail, the ethical story threads diverse legal doctrines.
Offering no simple denunciations or defenses, Regan sees Gellene as merely a lawyer who tends to lie to avoid the consequences of his own negligence. Flawed, perhaps, but hardly a gross flaw.
Refraining from potshots or praise permits Regan to hold Gellene accountable while looking more deeply into the practice of corporate law itself. Regan's conclusions seem to be that lawyers, preoccupied with the business of law, lose sight of its spirit.
terrific, gripping, insightful.......2004-12-23
A better read, simply as a page-turner, than many novels.
Gellene, the protagonist/anti-hero of this book, graduated Phi Beta Kappa and summa cum laude from Georgetown with degrees in philosophy and economics. He graduated cum laude from Harvard Law School, then clerked for Justice Morris Pashman of the New Jersey Supreme Court. Pretty impressive resume, eh? He had the "world at his feet," yet before much more time had passed he was in a prison cell.
This book should act as a warning on several levels. On one of them, it warns a certain type of investor about the nature of the chapter 11 process (in the course of which Gellene made the false statements that led to his downfall). Vulture investing in the instruments of distressed companies going through this process isn't an explicit theme of the book, one it ends up here nonetheless. There are traps for vultures, too.
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Bankruptcy and Insolvency Taxation
Grant W. Newton , and
Robert Liquerman
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Bankruptcy & Insolvency Taxation: 2006 Supplement
ASIN: 0471228087 |
Book Description
The thousands of mergers, acquisitions, and start-ups that have characterized the past ten years of business have created an increasing number of corporations in financial trouble: specifically, a shortage of venture capital or quick cash. Consequently, bankruptcy protection is now viewed as a strategic move to protect corporations from their creditors and allow them to reorganize. Bankruptcy and Insolvency Taxation, Third Edition provides the answers to the questions financial managers will have on the tax aspects of the "bankruptcy strategy."
Book Description
No company should proceed toward a possible bankruptcy claim without a thorough understanding of the implications of all the available options. Corporate Bankruptcy provides CEOs, CFOs, controllers, and treasurers, as well as financial advisors and other professionals involved with bankruptcy filing, the tools they need to succeed.
Order your copy today!
Customer Reviews:
Handbook for Managers, not investors.......2005-10-22
Although helpful and well written, the book appears more appropriate for executives or managers of operating companies that may be faced with bankruptcy prospects. A good overview of how the process unfolds, players, objectives, legal issues, and procedures is provided. Managers at a financially distressed operation typically carry a different toolbox of experience and skills, and therefore, this book would be well worth the introduction to the topic.
However, for investors this book is somewhat superficial and lacks the roll-up-your-sleeves education neccessary for investing. In most cases, senior management is sacked because creditors understandably have little confidence in those who may have mismanaged or were responsible for the business's failure in the first place. Thus, the audience that I presumed above may not be appropriate nor the majority of individuals who surface after a Plan.
For investors or external parties, I urge you to consider:
"Distressed Debt Analysis: Strategies for Speculative Investors" by Stephen G. Moyer. It is more expensive, but its a much better book on this topic. Moyer is a stronger writer and seems to be more experienced in the matter than G. Newton. Both books do not include the 2005 Bankruptcy Code reforms, so you may wish to brush up on that separately.
Very practical reference, "thin" on theory and case studies.......2004-01-24
Very useful and convenient reference guide for restructuring bankers / distressed debt investors. Probably too generic for experienced bankruptcy attorneys. The text and examples are efficiently presented and the author does a superb job of distilling the bankruptcy code into an easy-to-read format. The chapter on valuation is nothing more than the common stuff you read in any corporate finance book. A case study and a more extensive discussion on bankruptcy term sheets and negotiation tactics would have made this book more praiseworthy.
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Bankruptcy & Insolvency Taxation: 2006 Supplement
Grant W. Newton , and
Robert Liquerman
Manufacturer: Wiley
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Bankruptcy and Insolvency Taxation
ASIN: 0471728918 |
Book Description
On April 20, 2005, President Bush signed the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 which represents in many ways the most significant changes in the bankruptcy laws since the Bankruptcy Code became effective October 1, 1979. The 2005 Act consists of 16 different titles that can be summarized into five major areas:
(1) Business changes, often originating because of perceived abuses
(2) Chapter 15 dealing with cross border issues
(3) Taxes
(4) Means testing
(5) Consumer abuses and protection.
The
2006 Supplement will bring the reader up-to-date on these changes.
Book Description
In 1982 Johns-Manville, a major asbestos manufacturer, declares itself insolvent to avoid paying claims resulting from exposure to its products. A year later, Continental Airlines, one of the top ten carriers in the United States, claims a deficit when the union resists plans to cut labor costs. Later still, oil powerhouse Texaco cries broke rather than pay damages resulting from a courtroom defeat by archrival Pennzoil.
Bankruptcy, once a term that sent shudders up a manager's spine, has now become a potent weapon in the corporate arsenal. In his timely and challenging study, Kevin Delaney explores this profound change in our legal landscape, where corporations with billions of dollars in assets employ bankruptcy to achieve specific political and organizational objectives. As a consequence, bankruptcy court is rapidly becoming an arena in which crucial social issues are resolved: How and when will people dying of asbestos poisoning be compensated? Can companies unilaterally break legally negotiated labor contracts? What are the ethical and legal rules of the corporate takeover game?
In probing the Chapter 11 bankruptcies of Johns-Manville, Frank Lorenzo's Continental Airlines, and Texaco, Delaney shows not only that bankruptcy is pursued by managers more and more as a strategy, but that it is becoming accepted by the business community as a viable option, and not just a last-ditch solution.
This searing exposé of current corporate practices will incite debate among corporate executives, lawyers, legislators, and policy makers.
Customer Reviews:
Don't Bother.......2004-02-27
The author should have stuck with sociology or at least taken an accounting class before writing this book. Overall, the book is what you would expect from a sociologist writing about business.
Corporate bankruptcy can be a STRATEGY!.......2003-06-05
I wanted to learn more about the asbestos problem and the bankruptcy filing of John-Mansville since I knew someone who had lung problems from asbestos. I heard about this book and got it. This is the first thing that I have read that really helped me to understand what happened when Mansville, the biggest asbestos company went bankrupt. The book is clear and explains complicated bankruptcy cases to the lay person. Now, I finally understand why people with asbestosis ended up going through years of delay in BANKRUPTCY court of all places! What is most amazing is how people who get asbestos end up being treated like "unsecured creditors" as if they lent their life to the corporation like a bank loan! Truly amazing.
Great book.......2003-02-13
I read this book for a college class. I expected it to be boring because it was about bankruptcy but instead it was really interesting... The cases do come alive and you realize bankruptcy means something different than you thought it did. This book has me interested in taking bankruptcy classes in law school, something I thought I'd never do!
The politics of corporate bankruptcy: top-rate.......2002-08-19
This book is not about the financial aspects of bankruptcy and it is not about how to turn around companies. It is about the politics of major corporate bankruptcies. It is clearly written and well documented. It is amazing how prescient the book is given what has happened at WorldCom and at Enron. For anyone that is interested in politics and the ways that Chapter 11 can be used as a strategy, this book is the best. If you want to understand why some huge companies might actually CHOOSE bankruptcy and gain some advantages by doing so, check out this book.
A Poor Use of Paper.......2002-08-14
This is without a doubt, the most uninsightful book I've ever laid eyes on. The book reads like a freshman term paper written in short order. It is clear the book was written without objectivity and any depth in understanding of finance. The book was also originally published in 1992 (or sooner). Save your money.
Book Description
LoPucki's provocative critique of Chapter 11 is required reading for everyone who cares about bankruptcy reform. This empirical account of large Chapter 11 cases will trigger intense debate both inside the academy and on the floor of Congress. Confronting LoPucki's controversial thesis-that competition between bankruptcy judges is corrupting them-is the most pressing challenge now facing any defender of the status quo."
-Douglas Baird, University of Chicago Law School
"This book is smart, shocking and funny. This story has everything-professional greed, wrecked companies, and embarrassed judges. Insiders are already buzzing."
-Elizabeth Warren, Leo Gottlieb Professor of Law, Harvard Law School
"LoPucki provides a scathing attack on reorganization practice. Courting Failure recounts how lawyers, managers and judges have transformed Chapter 11. It uses empirical data to explore how the interests of the various participants have combined to create a system markedly different from the one envisioned by Congress. LoPucki not only questions the wisdom of these changes but also the free market ideology that supports much of the general regulation of the corporate sector."
-Robert Rasmussen, University of Chicago Law School
A sobering chronicle of our broken bankruptcy-court system, Courting Failure exposes yet another American institution corrupted by greed, avarice, and the thirst for power.
Lynn LoPucki's eye-opening account of the widespread and systematic decay of America's bankruptcy courts is a blockbuster story that has yet to be reported in the media. LoPucki reveals the profound corruption in the U.S. bankruptcy system and how this breakdown has directly led to the major corporate failures of the last decade, including Enron, MCI, WorldCom, and Global Crossing.
LoPucki, one of the nation's leading experts on bankruptcy law, offers a clear and compelling picture of the destructive power of "forum shopping," in which corporations choose courts that offer the most favorable outcome for bankruptcy litigation. The courts, lured by big money and prestige, streamline their requirements and lower their standards to compete for these lucrative cases. The result has been a series of increasingly shoddy reorganizations of major American corporations, proposed by greedy corporate executives and authorized by case-hungry judges.
Customer Reviews:
Excellent and well written book.......2007-01-09
Great book, explains how companies can abuse the bankruptcy court system. Very well written, and interesting for a general audience.
Book Description
Business guide to the procedures and processes related to a Chapter 11 bankruptcy filing.
Customer Reviews:
Excellent overview of the bankruptcy process.......2004-01-23
This is an excellent book for the non-lawyer that needs to get up to speed quickly on the bankruptcy process. I found myself as the business person managing the creditor side of a bankruptcy and this book helped me become fluent in the process with minimal delay.
The book is written in a light manner and is a rather quick read with a lot of detail available in appendices.
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Conflicts of Interest: Corporate Governance and Financial Markets
Manufacturer: Kluwer Law International
ProductGroup: Book
Binding: Hardcover
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ASIN: 9041125787
Release Date: 2007-02-05 |
Books:
- Every Dreamer's Handbook: A Simple Guide to Understanding Your Dreams (Understanding the Dreams You Dream, Vol. 2)
- Financial Armageddon: Protecting Your Future from Four Impending Catastrophes
- Fortune's Formula: The Untold Story of the Scientific Betting System That Beat the Casinos and Wall Street
- Getting Things Done: The Art of Stress-Free Productivity
- Go Put Your Strengths to Work: 6 Powerful Steps to Achieve Outstanding Performance
- Growing Profits: How to Start & Operate a Backyard Nursery
- Harry Potter and the Deathly Hallows (Book 7)
- History: Fiction or Science? (Chronology, No. 1)
- History: Fiction or Science? (Chronology, No. 1)
- Home Staging: The Winning Way to Sell Your House for More Money
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