Financial Savages: A History of Corporate M&A
Salutary Research: the unsung heroes of markets
This isn't a typical post. Since I've accumulated a solid financial following to go along with the neoromantic reflections and natural law appreciation found in this blog, I wanted to share some research I've been working on and open source those efforts. We'll return to our regularly scheduled essays in the next post.
What follows is more thought archaeology than leadership: it’s research that excavates the ancient bones of corporate warfare to understand how the market’s modern battlefield was shaped.
The first section provides a historical examination of mergers and acquisition (M&A) history: dissecting seminal battles, timelines, and strategies that established the rules of engagement we still play by today. A greatest hits album of capitalist brutality!
The second part deconstructs M&A tactical arsenals. Unspooling the offensive maneuvers of raiders and activists who storm the gates of those sweet cozy corporations who don’t want no trouble!
Then we’ll review the defensive fortifications companies erect to repel these barbarians in Hermès ties.
We're talking schemes like poison pills, white squires, poisoned chalices, crown jewel defenses (these are all actually their names), and other Lord of The Rings-style Wall St. mythology that transforms shareholder votes into weapons of mass corporate-director destruction.
Table of Contents:
Background thought process
Prelude
M&A History
M&A Takeover Battles Pre-1970s
M&A Fights of the 1970s–1980s
M&A Battles of the 1990s
M&A Duels of the 2000s
Understanding Revlon Duties
Intermission
A break with an art video I created
M&A Strategy
M&A Defensive Strategies & Tactics
The Williams Act: A Defensive Regulation
M&A Offensive Strategies & Tactics
Corporate Boards, Their Defensive Powers, & Limits
A History of Carl Icahn’s Wars and Arsenal
Background
But first, a brief background so you understand the purpose behind this due diligence and why I’ve been doing it.
The company I’ve founded that’s currently in the process of onboarding partners is called Salutary: it’s a mergers and acquisitions (M&A) and auditing service for crypto-issuing companies.
We enshrine value accrual into tokens by legally binding them to their issuing companies, transforming them from speculative trading beans into genuine M&A-enabled vehicles. Our north star is aligning tokens with business fundamentals, where value creation drives rewards. We think this fosters healthy, sustainable behavior and incentives; “salutary” is a fancy word for “healthy”.
We are the connective tissue between token and business. The sinew that binds company and coin. The fascia that interlaces fundamentals with onchain finance.
Who we are: Salutary is a corporate-actions, M&A, and audit platform that gives tokens enforceable control rights over the issuing company — similar to how equity transfers control — and standardizes institutional audits for onchain businesses.
What: Salutary tokens are binding change-of-control instruments. When a holder crosses a predefined ownership threshold (e.g., 51%), they can lawfully acquire control of the business under a standardized, pre-agreed M&A framework administered by Salutary. We enable and enforce standardized M&A through token ownership.
Who it’s for: Salutary is for crypto-native and traditional businesses alike: DeFi exchanges, SaaS companies, franchisors, studios, marketplaces, any operator seeking onchain, liquid exposure to their fundamentals. Whether it resides in meatspace or cyberspace, we apply to it.
Why: You want your token to reflect the fundamentals of your business: cash flows, assets, and balance sheets. Salutary facilitates this by legally tethering token to corporate control. When control is enforceable, accountability is real, and institutions can invest. With Salutary, fundamentals matter.
Real value tied to the token: The business is valuable because it produces cashflows; the token is valuable because it controls the business.
Price discovery: Tokens have ability to reflect financials and business success
Exit paths: Standardized buyouts, tenders, and M&A-style activity onchain.
Institutional access: Assets that professional capital allocators can own.
How it works: At a predefined ownership threshold, a tokenholder can trigger a Salutary-administered corporate action to transfer control of the company. We coordinate the transfer of treasury, bank accounts, IP (patents, trademarks, copyrights), domains, code repositories, signing keys, service accounts, cloud infrastructure, vendor contracts, and both on and offchain assets. Just like traditional M&A.
Legal basis: We don’t reinvent law; we bind tokens to onchain and offchain resources using the same cross-border framework Fortune 500s rely on. All Salutary corporate actions are governed by Singapore law, resolved via Singapore International Arbitration Centre (SIAC), and enforceable globally under the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention). That’s 170+ jurisdictions of enforceability.
All Salutary events are designed to withstand legal scrutiny, which is precisely why they are enforceable and accountable.
Investable assets require accountability, and accountability requires enforceability. Salutary embeds accountability in tokens through enforceable business control. Salutary tokens are the only enforceable, rights-bearing assets in crypto.
Salutary coins aim to be institutional-grade assets, as in something a private equity firm could own. An institutionally legible asset has the ability to attract institutional-grade capital.
In summary: Salutary provides a standardized, enforceable global framework for onchain M&A: the first of its kind in crypto. We are also a Deloitte-style financial auditor.
Incentives can exist onchain, enforcement cannot.
Incentives can be digital: "If you do this, there is economic reward."
Enforcement is necessarily a physical, atoms-based construct: "If you violate this, there are kinetic repercussions." (E.g. jail, where you are physically placed inside a box)
There’s no more resounding empirical evidence of this than the mechanics of combative M&A. A Delaware court does not issue suggestions, and this is precisely why PE firms can own the assets. Just ask Carl Icahn how he does his thing if you think stocks are memes.
If it doesn’t work in the most-hostile environment, then it doesn’t work; Salutary is engineered to work in hostility. So much so that bad faith actors hopefully don't see a point in starting a problem in the first place. Peace through strength.
We believe there’s a massive amount of alpha to be had in this industry by simply… behaving like an adult. Thinking like a grown up. Recognizing that basic truths of human coordination don’t disappear because you made a better database. To be confused why DeFi’s tokens are vapor is similar to being confused about the following:
“Why do we have cavities? Why are our teeth rotting?! Come brothers let us assess our tooth deficiencies from first principles that are actually fourth principles and then go on podcasts about it. Is gum health a meme???”
- crypto natives analyzing why their teeth hurt
Literally just brush your teeth. Floss maybe. Stop drinking Mountain Dew. This is not the humdinger of a mystery you make it out to be. Just like sound oral health, the pillars of value are clear, established, and readily found by looking to financial history, not gossiping about ponzis on podcasts. Crypto is a superior form of finance via its existence on open databases (blockchains): however sticking assets on a different kind of database does not make you immune to the axioms of finance.
Value still needs to come from somewhere. Cashflows still matter. Businesses still need to, you know, business.
Said differently: DeFi (crypto) is a paved road, TradFi (traditional finance) is a bumpy dirt trail. Our road is a major improvement! However… you still need a car to drive on it! You still rely on wheels that touch the ground to propel you. You are subject to the laws of physics on either road! You cannot levitate on community sentiment just because you invented better asphalt. You have not thwarted the dictates of gravity and get to float along on cutesy unicorn vibes because you built a paved road.
Salutary is uninterested in crypto’s rampant immaturity and breathless confusion and rediscovery of problems our financial forefathers solved long ago. Rather, we are guided by both history and empiricism: using tokens as a medium, not a religion. We are practitioners, not theorists. The value of a token is what it does, and Salutary tokens… do things.
Here is only part of the history we draw from.
Prelude
You find out how a business instrument really works, and why it’s worth something, when you learn how it’s used by the guys who have the ability to shake some trees. Does the company have to listen to you because you hold its asset? Or can they say “Meh, shoo shoo, don’t care”.
PE firms and activist investors are the unsung heroes of markets. They are the Batmans watching in the shadows who step in if a company is mismanaged or if stock price grows disconnected from business value. They don’t target someone for no reason, and almost always have a very good point to make - and they enforceably make it by holding enough of the stock.
And even when they lose… they still kinda win: some concessions or change in company behavior happens and shareholders benefit. They keep the company accountable by way of wielding an enforceable asset. You cannot ignore Carl Icahn, you cannot brush aside KKR.
Because the credible threat of M&A and board control always looms, and because those capitalist Batmans are always watching, stocks track underlying business earnings. The cash flow statement and balance sheet show up in the equity - fundamentals matter and you can invest in the company, as the stock is an investable asset.
Stocks do not have to, and often don’t, pay any dividends and you have no “right” to one unless the board says you do. The “claim on cashflows” description is an academic platitude that does not manifest in reality. But… they always effect enforceable control.
Why does the equity reflect the value of the issuing company, but DeFi tokens do not? It’s because the tokens lack enforceable control, binding connective tissue, over the companies that issue them.
The raw mechanics of value accrual are laid bare by examining the history, methods, and outcomes of M&A - and how stocks concretely work.
M&A History
M&A History homepage linked here
M&A Takeover Battles Pre-1970s
Northern Pacific Corner (1901): Battle for a Railroad Empire
Saul Steinberg vs. Chemical Bank (1968): Raider Targets a Big Bank
M&A Fights of the 1970s–1980s
INCO vs. ESB (1974): First Modern Hostile Tender Offer
DuPont vs. Seagram and Mobil for Conoco (1981): Three-Way Bidding War
Bendix vs. Martin Marietta (1982): Pac-Man Defense and White Knight
Gulf Oil vs. T. Boone Pickens (1984): Greenmail and White Knight in Big Oil
Getty Oil: Pennzoil vs. Texaco (1984): The Costliest Broken Deal (Litigation as a Weapon)
Disney vs. Saul Steinberg (1984): Greenmail and Board Overhaul at Disney
Unocal vs. T. Boone Pickens (1985): The "Poison Pill" Era Begins + The Unocal Standard
Revlon vs. Pantry Pride (1985): The seminal birth of the "Revlon Duty"
Time Inc. vs. Paramount (1989): "Just Say No" Defense Upheld
M&A Battles of the 1990s
Paramount vs. QVC & Viacom (1994) – "Auction Duty" and Deal Protections
ITT vs. Hilton (1997): "Just Say No" and Break-Up Defense
Vodafone vs. Mannesmann (1999–2000): Cross-Border Euro Mega Takeover
LVMH vs. Gucci (1999): Luxury Showdown and the "Poison Pill" in Europe
M&A Duels of the 2000s
Warner-Lambert vs. Pfizer (2000): Hostile Interloper in a Friendly Merger
Hewlett-Packard vs. Compaq (2001–2002): Merger Approved Amid Proxy Fight
Oracle vs. PeopleSoft (2003–2004): A Clever Poison Pill and Regulatory Hurdles
Mittal Steel vs. Arcelor (2006): Hostile Bid in Europe Overcomes National Resistance
ABN AMRO vs. Barclays & RBS Consortium (2007): Global Bank Takeover and Break-Up
Microsoft's Unsolicited Bid for Yahoo (2008): A Failed Big Tech "Bear Hug"
InBev (AB InBev) vs. Anheuser-Busch (2008): Cross-Border Hostile Victory
Kraft Foods vs. Cadbury (2009–2010): Transatlantic Takeover in Consumer Goods
Air Products & Chemicals vs. Airgas (2010–2011): The Court-Sanctioned Poison Pill
Sanofi-Aventis vs. Genzyme (2010–2011): Hostile Bid that Turned Friendly
Broadcom vs. Qualcomm (2018): Hostile Bid Blocked by Government
Elon Musk vs. Twitter (2022): Spaceship Man’s Takeover with a Twist
Understanding Revlon Duties
This is probably the single-most important M&A fiduciary standard that exists in corporate takeovers
How does it work? Under what circumstances?
Parsing examples and real-world outcomes
An animated art video I made. Sound on.
M&A Strategy
M&A Strategy homepage linked here
M&A Defensive Strategies & Tactics
What are the means a company has to defend itself during hostile acquisition attempt, proxy fight, or tender offer?
Poison Pill (Shareholder Rights Plan)
Detailed examples, logistics, and countries that prohibit it
White Knight
Asset lockups and soliciting
White Squire
Examples and motivations
Staggered Board (Classified Board)
No-Shop & Lock-Up (Deal Protections)
"Just Say No" Defense (Board Refusal)
A strategy with limits
Litigation as a Tactic
Greenmail
The history behind the unpleasant practice
Leveraged Recapitalization (Self-Tender or Special Dividend)
Pac-Man Defense
Crown Jewel Defense
A scorched earth strategy with bad optics
Golden Parachutes
Standstill Agreement
Additional Strategies and Notes:
What is a “poisoned chalice strategy” in rhetoric and practice?
Corporate charter/bylaw tweaks to block proxy fights
“Crown-jewel white knight” deals, “poison pill-like” bylaws, and shark repellent
And though it isn’t technically a defensive maneuver, it certainly serves functions that have de facto defensive outcomes: learn about the Williams Act and its History.
M&A Offensive Strategies & Tactics
A breakdown of the machinations and methods of corporate raiders, activist investors, and confrontational takeovers in M&A.
Tender Offer (Hostile)
A step-by-step clerical breakdown and rationale behind the classic tactic
Proxy Fights
Deconstructing the art of the proxy process and advisory firms
Bear Hug
Toehold Stakes
High-Leverage Bid (LBO)
This can be offensive or defensive
Contingent Value Rights (CVR)
A win-win compromise with examples
Regulatory/Political Lobbying: please don’t let him acquire me?
What is a Two-Tier Tender Offer?
A breakdown of a kind of shitty strategy
Additional Strategies and Notes
How financing can make or break a deal
What do public relations (PR) campaigns from both sides look like in practice?
Stub equity pieces
What’s a merger-in-principle?
Corporate Boards, Their Defensive Powers, & Limits
This analysis provides a practitioner-minded assessment of the capabilities a board practically has when engaging a hostile suitor.
The ethos of Salutary is guided not by being preoccupied with whether an answer is “official and approved”, but rather hyper-focusing on concrete, real-life realities, understanding them, and adapting. This report is consistent with that mindset.
Read here: Corporate Boards, Their Defensive Powers, & Limits
A History of Carl Icahn’s Wars
Carl Icahn's Playbook linked here
A detailed historical timeline of his corporate pillaging and outcomes
A breakdown of his arsenal: tender offers, coalitions, media pressure, and more
Even when he loses, he still kinda wins :/
How companies defend themselves against him
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RISK DISCLOSURES & DISCLAIMERS
Salutary tokens are "change-of-control" governance instruments that may, at predefined thresholds, facilitate an enforceable transfer of business assets. They do not confer any rights to profit participation, dividends, revenue shares, or any guarantee of market valuations. Neither Salutary nor its partners make any representation that token price will correlate with business performance. Market pricing is determined by independent actors and may not reflect intrinsic value.
Enforcement of acquisition events remains subject to applicable law, commercial feasibility, and jurisdictional constraints. Salutary reserves sole discretion in selecting enforcement methodology based on cost-effectiveness and legal practicability. No guarantee of successful enforcement exists in all jurisdictions. If enforcement actions prove unlawful, expose the company or its principals to disproportionate risk, or become economically impracticable, Salutary reserves sole discretion to suspend, modify, or decline proceedings.
All disputes arising under this Framework are subject to individual arbitration under SIAC Rules in Singapore. Class, collective, or representative actions are expressly waived.
Salutary provides administrative enforcement services only and exercises no investment discretion, custody functions, or fiduciary duties toward any party. The Parties agree that neither Salutary nor any vehicle formed under partnership is intended to be, or shall be deemed, an “investment company” within the meaning of the U.S. Investment Company Act of 1940.
Salutary does not undertake, and Partner expressly disclaims any expectation of, fiduciary duties, or advisory services regarding regulatory compliance, business strategy, tax strategy, or legal guidance. Salutary does not provide digital payment token services as defined under Singapore Payment Services Act, nor do we facilitate token trading, or offer token custody. Partner independently manages all token-related activities. All token-related activities remain solely with Partner. Salutary does not provide financial advice under the Singapore Financial Advisers Act or Securities and Futures Act. All investment decisions remain with relevant parties.
This information is for educational purposes and is not an offer of securities nor is it legal or tax advice. Tokenholders should consult their own advisors regarding the implications of any acquisition event.
Any protections described herein are contractual governance mechanisms, not guarantees of economic outcome. They are designed to create procedural fairness and transparent processes, not to ensure any particular market result or token valuation.
Salutary documentation may contain forward-looking statements regarding potential acquisition scenarios and enforcement mechanisms. Actual results may differ materially due to factors beyond Salutary's control.
This document is proprietary to Salutary Pte. Ltd. and subject to the terms of the Master Services & Enforcement Agreement.
The History of Corporate M&A is packed with fascinating case studies that illustrate the manuevers used by the players in the game. There's a lot of material, and in case you read it in chunks and find you keep forgetting some of the terminology, for example, like, oh yeah, now what was a poison pill, don't worry, you can go over the to page at Salutory with strategy and tactics and look it up.
PS—further musings about Salutary.io, etc: As a basic point of departure, granted—DeFi is never going to fulfill its potential for disruptive power as an alternative financial system so long as it’s wallowing in Pepes and Trumps and Farts. (nothing wrong in having fun😁—in moderation) But are there enough actual businesses onchain that anybody would WANT to acquire, or want to defend against acquisition?? maybe Skale Labs (SKL), Manifest ($USH)—which really looks like a hot idea to me, if they ever get around to launching. IDK. (i’m tired this morning, cat woke me up, middle of the nite, I’m disconnected from my usual irrepressible enthusiasm. why do I even think writing a cute book about DeFi would ever change anything? What am I fighting for anyway? When you move out of the theoretical and into the actual, you clearly see that the spirit of empire is inexorable. Even the first century followers of Jesus, the most extraordinary movement in western history, turned into an organization, and then sold out their spiritual power for political power. [[Therefore, DEEDS, NOT CREEDS!! if somebody thinks doctrine is holy, they better take a good long look at where it came from.]] If the Jesus people failed at the mission of storming the gates of hell, who the duck do I think I am to try…I’m tired) Getting scammed left me more punch drunk than my bravado would allow me to admit to myself, I guess. By the time I spent a literal month of my discretionary time and energy cleaning up all my corrupted logins, I had quit following the crypto news, and I just never went back to it, and I quit writing any more new “blocks” too. So, yeah maybe there is a market for Salutary, you would know more about that than I. Granted: the need for it exists. And if the market doesn’t yet, it probably soon will. everything over there is now exploding so fast—you are probably in a visionary position.
So, the plan, right—the partner puts up some tokens for the Salutary treasury in exchange for a rather unique plate of financial services/M&A insurance from Salutary. And if they grow from the use of your services, you grow too. interesting approach, kind of like a proposal to invest in each other. And partners, not clients. that's cool.
Interesting tidbit about the legal status of crypto in Singapore.
Salutary holds custody over the treasury tokens, the company’s tokens they’ve added to join the partnership are no longer in their own hands. Is that going to be comfortable to DeFi lovers? Oh, well, haha, I guess that’s just like somebody transferring tokens over the blockchain to someone else’s address. And the gas fees along with it. Scammer or legit benefactor notwithstanding. Once it’s gone, it’s no longer in your custody.
I don’t understand about the mainstream small fry, though, like Grandma’s Sweet Potato Pies and Pumpkin Empanadas—she’s a competent enough bookkeeper and only need produce the financials for herself as a solopreneur, so she just wants the branding advantage of being a partner// or maybe JJ Jones Self-Publishing, LLC, since there IS a market (surprisingly) for buying small publishing houses—and maybe somehow his IP is at stake. Say they have reason to want in, you provide them, at a minimum, panache. But I don’t understand how they put tokens in the treasury unless they get a wallet and buy some? And then we’re back to teaching Grandma and Jonas how to on ramp, which, believe me, is still a huge hurdle (especially if you are trying to stay true to DeFi principles. that then only leaves you the crypto ATMs, which are pricey, on top of the gas fees. But even if you go to the CEXs, THEY are not as easy to use as they are made out to be—I could probably fill up a “block” with those stories 🤣🤣🤣. Or the truly easy path, maybe, put in some shares of Blackrock’s IBIT or ETHA…?)
I realize this is a sideline for you—After all, Salutary seems to be fundamentally about saving DeFi from itself, but you did mention it, so I’m asking!
Or is there some kind of a barter option?? Grandma sends empanadas to feed the staff? Jonas could offer an attractive contract for publishing services for books to help promote Salutary?? IDK, just throwing bunny trails around. Speaking of publishing, there is a guideline that cautions against using a word in a book title that people don’t recognize. This is because it impedes word of mouth promotion because people aren’t sure if they are pronouncing it right, much less what it means. Besides that, I keep misspelling Salutary. So I thought, what if someone is interested in you, but doesn’t know if you are an io or com or org, much less can’t remember the name or how to spell it?
I tried to test it out by using Chrome incognito tab, keyboarding in Salutory without the high tech domain extension in the URL. Unfortunately, the search STILL brought the option of my previous search for Salutory.io. hey -- what happened to incognito?!? I didn’t think incognito was supposed to keep search history! So, couldn’t test it properly. BTW, I only found it initially by looking for Dmitry @back the bunny ... But maybe the “rules” don’t apply here. <shrugging> Like you said, you make the rules.
And, frankly, branding mysteries -- IDK how “Death Wish” coffee stays in business. DUDES! Don’t you know that the men bring home the BACON. It’s the women who bring home the COFFEE. And, Women buy labels like *Premier Organic Coffee. We don’t skim your skull and crossbones label searching for the tiny little notices to inform us that the brand is, besides being a threat to one’s life and an invitation to boast about your valor, also organic.
My other comment to you about marketing is, Dmitry, your writing is sometimes over the head of everybody but the 1%. I don’t have a skimpy vocabulary, it covers a broad continuum from street insults to proper academic discourse, but there I was watching The Vietnam Thesis for the first time, “DeFi is the disintermediation between money and state.” So I have to stop listening and perform grammatical analysis on the word like I’m translating it from another language. To mediate – bring the two together. Wait, did he say inter or intra? Never mind. Dis- okay got it, disconnect the two. There we go, DeFi is the separation of money and state. Whew. Now what did he say next while I was analyzing what he just said? Of course, you can legitimately fire back at me: Well, at least I don’t bunny trail all over the place; it’s not entertaining, it’s disintermediating. Fair enough. Day before yesterday I texted the world’s best structural editor. Two words. Happy Birthday. Just as I suspected, if I kept my text short enough, he would read and answer it. He did: Thank you. But he did not offer to edit my Substack posts and notes before I post them. <sigh> and slightly <1200 word count is too long for texts AND for replies on Substack. I’m tired. I quit.