Table of Contents

• M&A Defensive Strategies

• M&A Offensive Strategies

• Corporate Boards, Their Defensive Powers, & Limits 

• Understanding Revlon Duties 

• A Defensive Regulation: The Williams Act and its History 

Carl Ichan's Playbook (homepage):

• A History of Carl Icahn's Corporate Wars

• Company Defenses Against Carl Icahn 

• Icahn’s Tactics, Summarized

Research Prelude

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.

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 and effect control.

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Salutary's complete financial history, research, and philosophy library:

• Corporate Governance History

• History of M&A

• M&A Strategies and Tactics 

• Financial History

• Philosophical and Analytical Origins of Salutary

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