Kristoffer Garin’s Devils on the Deep Blue Sea is unusually good at making legal wrangling interesting. I have no intention of becoming a corporate transactional lawyer, and the book is certainly not aimed at a legal audience. Nonetheless, Garin manages to convey a vivid sense of what it’s like to be a corporate lawyer in the merger mines: overwhelming quantities of excruciatingly boring grunt work punctuated by moments of pure swashbuckling excitement.
One passage stands out in particular. In it, Garin details the backroom maneuvering that led to the Pritzker family’s successful buy-in to Royal Caribbean over a competing bid from Carnival. The deal was under extraordinary time pressure—if it wasn’t completed correctly and successfully on a lightning schedule, everyone involved was likely to wind up on the defending side of some very pricey lawsuits. And that meant a lot of detailed restructuring:
The dozens of freestanding partnerships that Royal Caribbean and Admiral had comprised had to be consolidated into a single entity. Old boards had to be voted out; new boards had to be voted in. Many of the subpartnerships had individual financing, and each change had to be approved by the banks holding that paper. At one point, one of the attorneys discovered that a forgotten cranny of the partnership’s bylaws stipulated a board of nine directors—no one remembered why, but there it was. Royal Caribbean had been operating with twelve directors for more than a decade. Rather than risk a challenge later on, [Royal Caribbean CEO Richard] Fain had to chair more than fifty board meetings, one in each subsidiary, “ratifying every action they had taken in the last twenty years.”
It takes quite a book to make corporate merger document review due diligence sound like more fun than going on a cruise. This is that book.