Economic-union Books

Collaboratively compiled and edited by Gunter Bishchof (Professor of History and Executive Director of the international Studies Center, University of New Orleans), Anton Pelinka (Professor of Political Science, University of Innsbruck and Directory of the Institute of Conflict Research, Vienna, Austria), and Michael Gehler (Professor of Contemporary History, University of Innsbruck), Austria In The European Union is the tenth volume in the "Contemporary Austrian Studies" series. Offering the reader a series of scholarly assessments of the first five years of Austria's membership in the European Union, as well as assessments with the legacy of Austria's past (particularly in the dark days before and during World War II), Austria In The European Union is a highly detailed, expertly researched blend of history, economics, and a calculating appraisal of a nation's future within the context of the evolving European international collaboration. Austria In The European Union is strongly recommended for European Studies, Political Science, and International Relations supplemental reading lists and academic reference collections.

Autopsy of a Merger (subtitled, Trans Union: The Deal That Rocked the Corporate World) is the inside story of one of the most controversial mergers in corporate history.

This case study of a megamerger in the age of mergermania should be read by everyone interested in mergers and acquisitions, leveraged buyouts, corporate governance, directors' and officers' liability, the social trauma of takeovers, and the impact of the media on major corporate transactions.

The subject is the 1981 acquisition of Trans Union Corporation by the billionaire Pritzker family of Chicago. Trans Union, then a New York Stock Exchange listed company that last ranked no. 278 of the Fortune 500, was a billion-dollar company with a hundred-year history.

The deal was struck shortly before a gala opening night party commemorating the 26th season of Chicago's Lyric Opera. What followed was an opera of another sort -- a montage of drama, intrigue, tragedy, comedy, hope, despair, broken dreams and new opportunities with a real-life cast of characters more captivating than one would find on any ordinary state. It was, some would say later, stranger than fiction.

Four years later, in a landmark 1985 decision that shocked the corporate world, a bitterly-divided Supreme Court of Delaware held that the former Trans Union board of directors had been "grossly negligent in that it failed to act with informed reasonable deliberation in agreeing to the Pritzker merger." The Court's astounding 3-2 decision, which is included in an appendix to the book, would transform the ground rules for corporate takeovers.

In thirty exciting chapters, the book takes the reader through every step of an extraordinary corporate takeover, from the opening night at the opera to the Court's history-making decision.

Autopsy of a Merger cuts the deal to the bone. The "ins" and "outs" of the merger negotiations, the battle of wits and nerves, the financing arrangements, the legal entanglements, the much-ignored human consequences of corporate takeovers -- all of these, and more, are laid bare in this unusual, behind-the-scenes book. As an added bonus, the book includes one of the most comprehensive bibliographies on leveraged buyouts ever assembled.

Here is what some reviewers said about the book when it was first published:

CRAIN'S CHICAGO BUSINESS: "What Mr. Owen did was spin the story in one fascinating narrative. And that's what makes the book so interesting. For those of us who enjoy reading about business as a form of recreation, the Trans Union saga makes for great entertainment."

CHICAGO TRIBUNE: "Delves deeply into the merger negotiations . . . worth the book's $19.95 price. . . Perhaps an even greater contribution of the book, however, is Owen's description of the merger aftermarth and its effects on employees . . ."

INVESTOR RELATIONS MEWSLETTER: "Closely examines the business drama and human pathos involved in the most controversial merger in corporate history. Must reading."

Kanin's research is solid, and for those interested in San Francisco during the Gilded Age, or labor history, this is a must-read. Focusing in on a clique of unionists that seized contol of the city government, with a particular emphasis on Patrick Henry McCarthy. No, he was not a typical business unionist, but rather a urban progressive who combined a pratical wage-worker consciousness with a social reform mentality. On the other hand, he had no problem fusing a racist ideology into his form of progresivism. If you bothered to read this review, buy this book.

Bear Hunting is a real page turner. You don't need to know anything about Russia to like this book. Gripping stuff, and I think the jacket blurbs by Pete Gent and Hunter Thompson say it all.

In following the precepts of revisionist history, Robert Weier avoids the traditional analysis of institutional history of the Knights of Labor. In its place emphasizes in understanding the men, women, and ethnic groups that composed this organization and focuses on the culture it envogued during the Gilded Age era. In which strongly attracted large amounts of workers to the Knights of Labor platform; however, those tools did not reinforce the universal values desired among its membership. The KOL proceeded through five stages during its existence. It began as a fraternal, secretive brotherhood organization to insure the livelihood as an entity. The next ushered in the evolution from a secretive to a public established organization. The third phase, which is the main focus of the book, is the experimentation, modification, and creation of a worker culture defined by the Knights of Labor. Then KOL experiences a period of decline and decentralization allows more flexibility of local KOL taverns initiatives. The dwindling of membership and the leadership witnessing the union die, attempted in a last ditch effort to unify and re-solidify itself it reverted back to its fraternal beginnings. The culture that manifested itself under the KOL leadership encouraged a more cooperative relationship between labor and capital. The songs had motifs of Jesus condemnation of Mammon worship, KOL as the true beholders of true Christianity and patriots. The literature was less direct in nature regarding a clear potential conflict between labor and capital.

"There is very little to eat. Very little to wear. Papa just doesn't get a job. He has no permanent job. Before the leak, he used to work on a boring machine. Now he cannot work on that machine.

"Carbide must be punished. Take them to the police station. Then hit them and then jail them--those Carbide fellows. I can't play. I am weak. My hands and legs ache when I run. I get breathless soon. If I run I fall down immediately."

So said Suresh, an eight-year old student from the city of Bhopal, India, in the aftermath of the December 2-3, 1984 leakage of 80,000 pounds of methyl isocyanate (MIC, an ingredient of the pesticide Sevin) from the Union Carbide plant that killed up to 10,000 overnight. Children have an uncanny sense of truth-telling.

So, too, does the Bhopal Reader, a remarkable and devastating compendium of primary and secondary sources on the disaster. It reprints the charge sheet, arrest warrant, and bail bond for then-Carbide Chair Warren Anderson. Although he was indeed taken to a police station, he was not jailed, and both Mr. Anderson and Union Carbide have been pronounced "absconders" by Indian courts for failing to this day to appear to face charges of culpable homicide, the equivalent of manslaughter in the US. "Those Carbide fellows" have never fully faced the consequences for their role in the disaster, while Suresh (if she survived) and her fellow Bhopal residents live every day with the consequences, which include contaminated water and soil and inadequate medical attention.

The book brings the issue very close to the present, as it also reprints the January 6, 2005 order from the Bhopal Chief Judicial Magistrate asking Dow Chemical (ticker: DOW), which acquired Union Carbide in 2001, to present the absconders. Ward Morehouse, one of the book's editors, is asking Dow the same question today at its annual meeting, appearing as a representative of socially responsible investment (SRI) firm Boston Common Asset Management to read a letter that the company has failed to respond to before now.

The book touches on shareholder activism as the latest in 20 years of activism asking Union Carbide to assume accountability for the disaster. Boston Common submitted a shareholder resolution asking Dow to address the legacy of the Bhopal disaster last year. When it did so again this year, Dow petitioned the US Securities and Exchange Commission (SEC) for permission to omit the resolution on technical grounds, according to Lauren Compere, chief administrative officer at Boston Common.

"The resolution was omitted this year because we essentially reversed the supporting statement and the resolve clause--that was it," Ms. Compere told SocialFunds.com. "The SEC ruled that we were asking about future liability which we have no business doing...."

This position of subverting corporate accountability is completely consistent with the tactics presented throughout the book, as Union Carbide and now Dow seek to do the absolute minimum in taking responsibility for the disaster. Through the course of the book, the reader feels a slow accretion of information that makes it impossible to comprehend the current position of Dow's refusal to accept accountability.

The book documents how the tragedy started years before the actual gas leak, as internal Union Carbide documents reveal how the Bhopal plant was inferior to its sister plant in the United States, and how the company was well aware of multiple safety breaches. The company was warned, both internally and externally, of the risk the plant posed to the surrounding population.

"Phosgene gas that was used by Hitler in his gas chambers, and that is used for the production of methyl isocyanate, is stored in a tank in this factory and if that leaks or explodes it will take one to one and half hour for the death of the entire population of the city," wrote Rajkumar Keswani in the October 1, 1982 edition of Rapat Weekly, two years before the disaster.

The book also reprints Union Carbide and Dow documents and explanations, but the companies' attempts to bolster their case against legal liability only serves to increase their moral liability in the reader's eyes (to borrow concepts advanced by SustainAbility in a recent report). One of the most devastating sections in a book filled with sections that brought this reviewer to tears is "Moral orientations to suffering," a 1995 essay by Delhi University professor Veena Das. The essay points out how the aftermath of the disaster essentially re-victimized the victims while absolving Union Carbide of its culpability.

In the end, the strength of the stories related in each of the sections cohere to become something much larger than a book, and more of a catalyst for readers to abandon complacency.

"I guess I am now expected to make my point, elaborate on the meaning of the stories, draw upon their interconnectedness and present a framework that holds them together," writes Satinath Sarangi, another of the book's editors, in an essay reprinted in the text. "That would, however, be straying away from why I really wanted to tell these stories."

"Why I really began telling these stories was to move you, dear reader, to action. Twenty years is much too long and we have had a lot of words," he continues. "No more interpretations, no more words--the point is to stop the medical disaster in Bhopal."

I originally published this review on SocialFunds.com.

Since most studies of Russian industrialization tend to examine the capitalist system as a whole and downplay the role of individual firms, Jonathan Grant's Big Business in Russia fills an important niche. Originating from his Ph.D. dissertation (University of Wisconsin, Madison, 1995), this in-depth study of the St. Petersburg-based Putilov Company, Imperial Russia's largest arms manufacturer, advances our understanding of Russian industrial history at the micro level. The few specialists who have explored business activity in Imperial Russia have focused either on firms established by foreigners or non-industrial firms (e.g. banking, publishing, or insurance). Grant, now an assistant professor of modern Russian history at Florida State University in Tallahassee, poses the question: "Did Russian businessmen conduct their affairs in a unique way based on an essentially different understanding of the market and state, or did they pursue strategies for growth that would have been intelligible to their contemporaries in Britain, France, Germany, and the United States?" (p. 1). Grant concludes that Putilov's market behavior did not differ from that of the key Western arms manufacturers such as Krupp, Skoda, Vickers, and Scneider-Creusot. Thus, Grant maintains, Russian business behavior was not "deviant." The board of directors at the Putilov Company followed expansionist strategies as aggressive as any of its Western counterparts, hesitating neither to jettison old product lines, nor to invent new ones based on market forecasts. Hence Grant's study shows that the state's role in the Putilov Company-still extant today as the Kirovsky Zavod--has been exaggerated.
The book is divided into seven chronological chapters: 1) "The Rise and Fall of a Rail Manufacturing Giant: N. I. Putilov and the Putilov Company, 1868-1885;" 2) "Engineering Growth: Locomotives, Artillery, and Diversification Strategies, 1885-1900;" 3)"The Russian Krupp: Putilov and the Artillery Business, 1900-1907; 4) "Banks, Boards, and Naval Expansion: The Question of Bank Dominance, 1907-1914;" 5) "Putilov at War, 1914-1917; 6) "Conclusion: Between State and Market;" and 7) "Epilogue: Putilov's Successors." Grant's Introduction skillfully reviews the scholarly literature on Russian industrial history.
Because the Putilov factory had experiences typical of other industrial enterprises in Late Imperial Russia, Grant's choice of a case study is ideal. Originally purchased and owned by Nikolai Ivanovich Putilov (1817-1880), the factory was dependent on the tsarist state, then sold out to foreign investors whence it became a joint-stock company (p. 4).
Grant's wide use of foreign archival documents contributes to the book's uniqueness. He draws extensively on the Putilov factory's correspondence with banks and government offices from the Russian State Historical Archive (RGIA) in St. Petersburg, as well as its correspondence with the tsarist army and navy from the Russian State Archive of the Navy in St. Petersburg and from the Russian State Military-Historical Archive in Moscow. For the discussion of Putilov's armaments production in Chapters Two and Three, Grant used the records of the Main Artillery Administration (Glavnoe Artilleriiskoe Upravleniye), as well as British Admiralty intelligence reports located in the British Public Record Office (Kew, Surrey, United Kingdom). In addition, he found the company's published annual account books, housed at the Moscow-based Lenin Library, to be largely reliable, despite rumors by a Soviet scholar that they may have been falsified (p. 15).
While Grant defends admirably his argument about the Putilov Company, one wishes he had extended it a bit farther. If "the image of Russia as fundamentally exceptional in its economic development should be discarded," and if Russian capitalists before the Bolshevik Revolution were just as astute as their Western counterparts, what made Soviet Russia so vulnerable to the mythology of Marxist economic and political theory?
In any case, serious graduate students interested in Russian and European business history should read Big Business in Russia: The Putilov Company in conjunction with other key works such as Susan McCaffray's The Politics of Industrialization in Tsarist Russia: The Association of Southern Coal and Steel Producers, 1874-1914 (Northern Illinois University Press, 1996); Thomas C. Owen's Entrepreneurship in the Russian Empire, 1861-1914 (M.E. Sharpe, 1996); and Ruth A. Roosa's and Thomas Owen's Russian Industrialists in an Era of Revolution: the Association of Industry and Trade, 1906-1917 (M.E. Sharpe, 1997).---Johanna Granville, Ph.D., Stanford University

This is a very readable book on the California farm workers. Daniel uses an impressive array of primary sources from the period studied to show the powerlessness and misery of California farm workers (whose many problems of the 1930's remain today).

He begins by describing the last gasps of Californian agrarianism in the late 19th century and the racist ideology constructed by growers about their use of Chinese immigrant labor.

An interesting part of the book is the section dealing with the California Housing and Immigration Authority. This Authority, created in 1913 in response to worker unrest on California farms, investigated farm working conditions and of course found them to be horrendous. Workers lived in ramshackle mud and wood huts, were paid below starvation wages, and so on. One of the leaders of the Authority peppered his written investigations with very learned Freudian analyses describing how the misery and hopelessness of farm worker life created all sorts of complexes in the victims. Daniel describes how the Authority tried to undermine any signs of unionism among California farm workers.. The Authority engaged in extensive spying operations against the IWW, gathering material the federal Justice Department made use of during the World War I era Red Scare. The Authority, according to Daniel, coaxed some growers to modestly improve conditions of workers but such improvements were beaten back during the ultra-free market, anti-union climate of the 1920's. Daniel describes the half-assed and half-hearted effort of the A.F of L to try to organize California farm workers before World War one along with a highly inept effort by the IWW.

Daniel does an excellent job describing the lukewarm attitude the New Deal progressives had toward unionization. While some officials were sympathetic to the farm workers plight, the Roosevelt government on the whole was extremely reluctant to offend agribusiness interests. Farm workers were specifically excluded from laws protecting union organization, first under the laws of the National Recovery Administration (NRA) (1933-35) and then the Wagner Act of 1935.

Administration officials concerned about providing stability for California agriculture were confronted the rise of the active and militant Cannery and Agricultural Workers Industrial Union (CAWIU). The CAWIU was the creation of the American Communist Party. Its courageous white organizers, such as Pat Chambers and Caroline Decker, were sent into a workforce which was so poor it had great difficulty affording very modest union dues and where employers and local officials had no restraint in employing violence against union organizers. The workforce was divided along racial and linguistic lines. A majority of the workforce was Mexican but there was a large Filipino minority along with some white and black workers fleeing the dust bowl further east.

Daniel laboriously describes the CAWIU's strikes of 1933-34 and notes the violence from the growers and local authorities that attended them. After 1933, profits started to pick up for agriculture but growers kept wages down at Depression era levels. Picketers were often attacked by vigilantes and local police, suffering serious physical injury. For example in June 1933 CAWIU organizer Pat Callahan was lured into a meeting with a farm foreman and then knocked to the ground and set upon by deputy sheriffs, one of whom broke Callahan's jaw with a rifle butt. Three unarmed Mexican workers were shot dead by farmer vigilantes in October 1933. In early 1934 workers were locked into a CAWIU meeting hall by local police who proceeded to send tear gas into the building as the workers tried to smash windows to escape the gas. The police then invaded the hall and smashed CAWIU typewriters, mimeograph machines and other equipment. An ACLU attorney investigating the disturbances in Imperial Valley California,, AL Wirin, was kidnapped by vigilantes, including a uniformed highway patrolmanm beaten, driven out and left in the desert. When he trudged many miles back to his hotel a vigilante mob was waiting for him. The police told him they would protect him from the mob only if he agreed to leave the area. Another defense attorney from the leftist International Labor Defense (ILD) was attacked by a mob outside a courthouse while deputies stood by observing. The growers and local authorities also made use of California's anti-syndicalism law to arrest strikers.

Daniel deftly describes Roosevelt administration efforts to intervene in the crises. He quotes the private correspondence of George Creel, the NRA's Western director (and former government propaganda head during World War I), where Creel encouraged repression of the CAWIU. Creel hoped that perhaps with the CAWIU out of the way farm employers would consent to some sort of arrangement where farm workers could air their grievances. Daniel portrays Creel's statist paternalism toward the farm workers in vivid detail. The next administration envoy, retired general Pelham Glassford had much the same aims as Creel. Glassford travelled around California beginning in April 1934 denouncing the CAWIU as communist and giving other aid and government to the growers. Daniel quotes the general's private correspondence to show that Glassford had the strategy of getting on the side of the growers on the CAWIU issue in order to elicit concessions for farm workers on other issues. But no such concessions were forthcoming, ACLU attorneys continued to get physically assaulted. Glassford issued a public statement before he left the state which declared that the farm growers, under cover of an anti-communist hysteria, were with local police backing conducting a campaign of terror and intimidation. He admitted that union organizers were in jail on trumped up charges.

The CAWIU made an effort to encourage rank and file participation in the direction of the strike. However the CAWIU was eliminated when the CP line changed in 1934 with orders for party members to join existing bourgeois unions as part of the "Popular Front" policy. No serious organizing force among California farm workers emerged for decades.

Anthony Forster's volume is a timely case study of Britain's role in the Maastricht negotiations. Its informative narrative and empirical analysis are based on a thorough understanding of the intricacies of intergovernmental conference (IGC) diplomacy and the domestic politics of one of the European Community's/Union's larger member states. Forster concisely explains the relationship between the two intergovernmental conferences on Economic and Monetary Union (EMU) and Political Union and the significant reasons behind their linkage: 1. the requirements of domestic ratification of the two Treaties that emerged from the Maastricht European Council in December 1991; 2. and an implicit understanding between Mitterrand and Kohl that their countries' commitment to European integration was a long-term one.

Forster chooses an in-depth look at one member state's domestic and European priorities over a manageable time period thus allowing him to analyze the constitutional, economic, historical, ideological, institutional, political and social facet's of Britain's policy in Europe. In view of the legacy Mrs. Thatcher bequeathed to her successor, Mr. John Major, the ideological aspect is particularly relevant on the domestic political scene; here Forster is balanced in his analysis of "the party management dimension." Likewise, Forster distinguishes intelligently between the important role Delors played in the EMU conference from that of the Commission as a whole and from Delors' difficulties during the negotiations on Political Union. Always present is a well-crafted profile of the national context, including debates about the implications of deeper integration for British sovereignty, discussions about the economic merits of a single currency and conflicts among personalities brought up by EMU within the ranks of Conservative party politics.

Forster is right to consider the tactical mistakes British negotiators made on the EMU dossier, especially their failure to understand the importance of EMU as a common goal for the other member states with the possible exception of Denmark for reasons of constitutional and parliamentary politics. His sole focus on Britain's strategy and tactics does not offer him an opportunity to consider either the attitudinal structuring inherent in the EMU bargain or its integrative dimension. Nonetheless, Forster's analysis is sensitive to the fact that all negotiations contain elements of distributive, integrative and intraorganizational bargaining as well as attitudinal structuring.

As Forster explains, the intergovernmental nature of the Treaty on European Union, epitomized by its pillar structure in the eyes of numerous analysts, "should not be exaggerated." Indeed as a complement to the lines traced in the legal dimension by Bruno de Witte, Forster questions the ability of the JHA and CFSP pillars to remain detached from the institutional dynamics of Community decision-making. Significantly, the implementation of the Amsterdam Treaty provides yet another test in this regard. The key point underlined by Forster is that the results of Maastricht allowed the Community to become increasingly embedded in the domestic decision-making of the member states, a process Wolfgang Wessels and Dietrich Rometsch analyze conceptually as "institutional fusion," in terms of "mutual influence and interdependence."

In this context, there is no sequencing in the definition of preferences in the European policy-making of most member states. As Forster explains, although national priorities dominated British thinking on Maastricht, increasingly there is an on-going simultaneous definition of national and European objectives. Here it is necessary to question the degree to which the ever present weight of decisions taken in daily integration influences the negotiators at the table during intergovernmental conference diplomacy, particularly in the more federally-minded member states like the Federal Republic of Germany. In related research beyond the scope of this volume, an analysis of the interactions between the domestic politics of sectoral integration and the domestic politics of a member state's Treaty ratification process, as both are linked to a state's interests defined in IGC diplomacy, may provide clues as to the constraints that shape the "win-set" for participants in future intergovernmental conferences.

The dynamics of changes to the east and south of Europe are bound to exacerbate the distributive dimension of negotiations in the Union as the interests of the members states increasingly diverge. Although coalition politics has a role to play in Council negotiations, the traditional Franco-German alliance is changing in light of EMU's implementation, the challenge of budgetary politics and the prospect of future enlargements. In this volume, Forster at times underestimates the nature and impact of the "privileged partnership" at Maastricht. It is clear, however, that the impetus to integrate provided by historic Franco-German cooperation was noticeably absent throughout the 1996 IGC. The collective impact of the Scandinavian countries, the smaller states, the Presidency and, finally, Blair's Britain came to the fore shaping the results at Amsterdam. This leaves open questions as to the role and influence of larger states in a Union bound to include an increasing number of smaller states in the decades ahead. This is only one of the issues that Forster's book lays the groundwork to analyze. For those concerned about and with the future of integration in Europe, this volume is the most empirically well-researched analysis in print on British conference diplomacy at Maastricht.

Most informative and well written, the editor is to be congratulated for compiling this interesting collection.