Deal-stock

Capably written by Robert E. Hall (a professor of economics and experienced consultant who has served Napster, Apple, Oracle, and Microsoft among other companies), Deal Engines presents the basic principles of auctions, stock markets, and e-markets. A no-nonsense, "reader friendly" guide explaining complex financial transactions and institutions in plain terms, Deal Engines cogently addresses the mechanics of exchanges, procurement auctions, posted prices, patents and copyrights, and a lot more. A knowledgeable and unbiased look at all aspects of the makings of the business deal, Deal Engines is an ideal introduction for the non-specialist general reader and has much of value to offer even those with some practical experience in buying and selling through these diverse venues.

This book has a few sample drafts of term sheets and other legal documents. That is not the primary focus of this book. You can hire that kind of talent (legal drafting) on a per hour basis. This book helps the owners make the BUSINESS decisions necessary to avoid hamstring their new venture during this difficult passage. Included is information about what to pay your independent directors, advisory board members and senior management. Also included is what percentage of the company the founders should expect to keep, how to avoid excessive dilution during an unfortunate down round and how to present your opportunity to potential investors. All of these BUSINESS decisions are beyond the discretion of attorneys in this area, they typically instruct the entrepreneur to reflect upon the topic and then the attorney will draft it to suit.

Wilmerding interviews individuals that are representative of players an entrepreneur will encounter in getting his business funded. These real world examples of how business (strategy) items are handled or viewed by third parties are the best part of his book.

As a corporate attorney specializing in the area of venture capital and private equity I just completed reading "Deal Terms." I found the book to be insightful and a good resource, particularly in areas that are outside of my traditional bailiwick as a lawyer. A recommend this book for those new to the venture capital area as well as experienced investors, entrepreneurs and professionals.

Mr. Wilmerding's book is a great reference for every venture capitalist, entrepreneur, and investment banker. I was very impressed with the analysis of actual deal sheets, and the recommendations on specific points within a deal.

Also of particular value is the focus on the preferred and convertible stocks. The in-depth analysis of both the simple and complex types of offerrings brings to light a lot on the topic, and what to watch out for with new laws and regulations regarding these documents.

This book is a must read for anyone doing financial deals of any type. Although I have been doing deals for over 20 years, there were a couple of points in particular that I took away from this book that I now use in all the deals I do. We also had one of our portfolio entrepreneurs read it, who took away a lot and now uses this book as their "standard" for the types of deals they do.

Want to know what venture capitalists really think about deals and how they structure them? It's in this book.

Klein's retelling of the story of the stock market crash of 1929 is just too little and much too late. Other books, notably Only Yesterday by F.L. Allen for anecdotal material and The Great Crash of 1929 by J. K. Galbraith for analysis, go over the same material and do a better job. Klein's book does have some strong points: wonderful vignettes of some of the people, big and small, who were caught up in the crash; a good analysis of why Herbert Hoover, "the great engineer," couldn't engineer his way out of this one; some interesting anecdotal material I haven't seen anywher else. But all of that could have been done in less than half the space. Nice try, but no cigar.

Maury Klein, in his book Rainbow's End: The crash of 1929, has given us a blend of a newer style of historiography with the traditional sense of examining historical events. He has given us a look at the Stock Market Crash of 1929 through the eyes of the people that participated, rather than looking at it strictly from an economic or political historical viewpoint.

Klein starts his book with a description of American society in the 1920's and explains to us why the society of excess and speculation led to the crash moreso than a failing of the general American economy. By dotting the landscape with characters, some familiar and some unfamiliar, Klein gives us a good portrayal of the times.

There is, unfortunately, only a short section of the book that actually deals with the events of the crash itself. This section focuses the days between Black Thursday and Bloody Tuesday, which culminated in a horrific period of losses in the market.

Klein does a good job of staying on task during the sections of the book in explaining the economic factors and the behind-the-scenes actions that took place during these few hectic days. He does not, however, explain the immediate social ramifications (such as the fact that people who lost everything gave up on life) as well as might be expected; he gives this facet of the crash only peripheral coverage.

I would recommend this book to anyone that is looking for a socio-economic history of America during this 1920's. It does a very good job of covering this topic. However, if one is looking for details just on the crash itself and those few terrible days on Wall Street, that reader would be well served to find another book to read.

"No era ever vanished so suddenly, so completely, as the
twenties." -- -- David Dempsey, _New York Times_, Feb 15, 1970

This is a quick run-through of the Crash, with a little pop-sociology about America in the Twenties. It's eerie, reading quotes from bankers, politicians, and brokers from the months before the Crash, about how the market had become so modernized and shockproof that panics were now impossible. Sounds familiar...

New York Times financial columnist Alexander Noyes is a primary source in this book. It is fascinating, watching these titanic events being filtered daily through this not-stupid man's pen. We've heard more than 70 years of second-guessing about the Crash by now, so it is interesting seeing how it was taken point-blank by analysts at the time.

In Maury Klein's account, the Crash is nobody's fault. Like Stanislaw Lec once said, every snowflake in an avanlanche pleads not guilty. Big brokers ostentatiously placed big orders, hoping to spur rallies. Consortia of financiers struggled to maintain public confidence in the market. President Herbert Hoover-who as a humanitarian first and failed President second was Jimmy Carter in reverse-tried to get Big Business together in a game plan to retrieve the situation. But in a free market, there is no one pulling levers and hauling cables controlling things. There was no one to stop the free market from going into freefall.

Throughout the book are amusing little vignettes, like the man who sat smiling in his broker's office throughout Black Monday. His termagant wife wouldn't be able to nag him about the neighbors doing better in the market than him anymore...

Economics, like physics, has a fundamental canon: you cannot make money out of nothing. To narrate the history of financial bubbles is to chronicle those times when people overlooked that fact. In those instances, asset prices soar merely to be resold for profit, with little regard as to their actual value; when something shakes confidence and buyers are in short supply, a crash follows as prices were sustainable only insofar as they could be resold higher.

According to John Galbraith, the stock-market crash that took place in the fall of 1929 was typical of this prototype. Mr. Galbraith, a Harvard economist, traced the optimism to the Florida real-estate bubble of 1925 which made people forget the elementary rules of money making. What follows is an elegant narrative that interweaves economics with history to produce one of the most telling and lucid accounts of the developments, economic and otherwise, that lead up to the October 1929 crash.

The crash, according to Mr. Galbraith, was caused by an admixture of bad income distribution (economy too dependent on luxury spending and investment), bad corporate structure, bad banking structure, foreign imbalances, and bad economic intelligence. In seeking compelling explanations, the "Great Crash" often resists conventional wisdom: for example, to those who blame the abundance of credit, Mr. Galbraith answers: "on numerous occasions before and since credit has been easy, and there has been no speculation whatever." Mr. Galbraith looks beyond central banking and interest rates to compile a rich and diverse history of the 1929 crash.

So what about preventing future crises? Here, Mr. Galbraith is ambivalent. Regulation has and can play a substantial role in preventing future troubles. But the problem lies elsewhere: people continue to believe that they have been blessed, and that they can make money with little or no effort. When wise men see such folly and decide to partake in it rather than spoil it, a bubble that later crashes is inevitable. For all those who seek an economic solution to this economic problem, Mr. Galbraith surely disappoints. The surest protection against over-speculation, he writes, is to remind people that you can never get something from nothing. Those in love with central banking might find the idea simplistic, yet its beauty lies with its simplicity.

You want to know how irrational and unpredictable the stock market can be? Read this book. Written in easy-to-read language, it is digested almost as easily as a mystery novel, and yet provides a deep insight into the dramatic events of 1929, and gives an invaluable historic lesson. You can clearly see the parallels between events preceding market collapse in 1929 and today high-tech stock market boom - "...there is here a basic and recurrent process. It comes with rising prices, whether of stocks, real estate, works of art or anything else. This increase attracts attention and buyers, which produces the further effect of even higher prices. Expectations are thus justified by the very action that sends prices up. The process continues; optimism with its market effect is the order of the day. Prices go up even more. Then, for reasons that will endlessly be debated, comes the end. The descent is always more sudden than the increase; a balloon that has been punctured does not deflate in an orderly way." Book goes on to describe the inaction of the Federal Reserve, trade on margin, mergers, Florida real estate boom, investment trusts, leverage, short selling, and so on. Yet, you do not need to be a financial whiz to understand it. This is definitely a 5-star book.

Recall the talk before the bust of the "New Economy," in which distended P/E ratios and lack of profits were to be irrelevant. Recall Enron's public proclamations of its stability and projected earnings increases. Keep these in mind as you read The Great Crash, and you will never again listen to an analyst, much less an executive.

Galbraith's theme is that market stability and corporate interests are fundamentally at odds. CEOs will never speak evil about their own companies or the condition of the market, so their speech is about as useful to an investor as a pre-game pep talk is to a bettor. Analysts, as well as executives, are salesmen of their own stock, and their primary objective is to get you to buy high.

So why did the 1929 -- or the 2000 -- crash occur? Buying high is great as long as someone is always buying higher; however, such an aggrandized pyramid scheme is doomed to failure. It's as simple as that. So why, then, read Galbraith's book? He is a talented storyteller, and he highlights themes that are likely to accompany future bubbles so that the reader knows what to be skeptical about. This is a very entertaining read, and if you actively compare what Galbraith tells you of the 20's to what you know about the 90's, you'll likely not be swept away by future investing mania.