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If the case goes to trial in Boston, as scheduled, on Nov. 6, the final argument that Goldman can be expected to make is that the bankers, as Mr. Wayner testified, gave the Bakers “great advice.”

Mr. Berzofsky, too, testified in his deposition that the Goldman Four did a “great job.”

Even though Dragon lost everything?

“Yes,” Mr. Berzofsky said. He was given several opportunities to clarify. And then he was asked one more time — the fact that the Bakers and Dragon’s shareholders lost everything doesn’t affect your opinion?

“Correct,” Mr. Berzofsky responded. “We guided them to a completed transaction.”

lol

"Every man should lose a battle in his youth, so he does not lose a war when he is old"
 
Best Response

This is something for the life of me I've yet to understand- why do people actively want to do business with Goldman Sachs? There doesn't appear to any evidence I've seen, statistical or otherwise, that being a client of Goldman Sachs is a beneficial relationship. That organization, and many other investment banks, seem to be run solely for the benefit of the employees. This is almost unbelievable. You are going into final negotiations for a merger and your banker calls to tell you he is "away on vacation and couldn’t make the session. He also said that he would be unable to call in and that it was pointless to send anybody else from Goldman because there wasn’t time to catch up on the deal." At that point, you sue for your retainer and fees, and run for the hills.

Bene qui latuit, bene vixit- Ovid
 
rlsThis is something for the life of me I've yet to understand- why do people actively want to do business with Goldman Sachs? There doesn't appear to any evidence I've seen, statistical or otherwise, that being a client of Goldman Sachs is a beneficial relationship. That organization, and many other investment banks, seem to be run solely for the benefit of the employees. This is almost unbelievable. You are going into final negotiations for a merger and your banker calls to tell you he is "away on vacation and couldn’t make the session. He also said that he would be unable to call in and that it was pointless to send anybody else from Goldman because there wasn’t time to catch up on the deal." At that point, you sue for your retainer and fees, and run for the hills.
Pretty sure it all comes down to prestige, saying your company is working with GS sounds a lot better than saying your company is working with UBS.
 
hoodinternet
rlsThis is something for the life of me I've yet to understand- why do people actively want to do business with Goldman Sachs? There doesn't appear to any evidence I've seen, statistical or otherwise, that being a client of Goldman Sachs is a beneficial relationship. That organization, and many other investment banks, seem to be run solely for the benefit of the employees. This is almost unbelievable. You are going into final negotiations for a merger and your banker calls to tell you he is "away on vacation and couldn’t make the session. He also said that he would be unable to call in and that it was pointless to send anybody else from Goldman because there wasn’t time to catch up on the deal." At that point, you sue for your retainer and fees, and run for the hills.
Pretty sure it all comes down to prestige, saying your company is working with GS sounds a lot better than saying your company is working with UBS.

Why work with any of them? It is not prestigious, in my book, to get worked over by anyone. Use Dutch auction-style and cut out the fat in the middle. And it can be done on a large-scale (see: Google circa 2004).

Bene qui latuit, bene vixit- Ovid
 

this article was absolutely shocking

I can't believe the bankers didnt even notice / care / communicate with their client about things to think about when the consideration had changed from 50%/50% cash stock to 100% stock

So funny too that the Analyst on the deal (now an MD at Warburg Pincus) refused to admit that anything went wrong...saying stuff like that is why people hate bankers! Of course it was a successful deal, GS got their fee...

I work at a MM that is quite far from GS in terms of comp / prestige but at least I can be proud we actually care about our clients

 

I completely agree that you'd have to take pride in your work and put integrity ahead but lets put things in perspective. The former analysts I'm sure was coached by lawyers (over many many years) to repeat whatever the "right" answer to the question should be.

I would note that this was a $5m retainer that was deemed to be too marginal to put any Directors or MDs on the deal for supervision - this should be more telling of the times. I can't imagine something like that happening when I was an analyst either but maybe if we were in an environment where a $5m deal was kicked down to a few analysts and associates to take care of because there were far bigger and better fish to fry, things would have been different...

 
kingbI completely agree that you'd have to take pride in your work and put integrity ahead but lets put things in perspective. The former analysts I'm sure was coached by lawyers (over many many years) to repeat whatever the "right" answer to the question should be.

I agree that his responses were def. coached by the best lawyers $ can buy, however there is a difference between "we fulfilled our contractual / legal obligations under the terms of our engagement" (should be objective, maybe the answer is yes here...) and "the transaction was ultimately a success for our client and all stakeholders involved" (more subjective and the answer here is clearly no!)

 

Besides the obvious GS bashing as a result of this, I think it brings up a very important question of ethics and responsibilities at the junior levels. It seems like the guys working on the deal all ended up at good PE shops which ironically must have been due to their "experience" at GS but I would never want to be in their shoes. Imagine your life being tied to a decade+ lawsuit because you happened to be staffed as an analyst on a deal that was deemed marginal by senior management and understaffed? We probably spend less time thinking about all of this than we really should.

 

Looks like that nowadays working in law specializing in suing investment banks is much more lucrative than Big Law M&A

Colourful TV, colourless Life.
 

The thing that puzzles me the most is that, the Bakers said that they didn't really care about the money and just wanted to continue doing their research. Well if that's the case why not do 50/50 in the first place, hedge yourself against a collapse and still get to do research.

Also I though it seemed pretty irresponsible to agree to the deal before consulting with anybody else while they were on vacation. Maybe I'm just way too pessimistic about this stuff.

 

If the DD brought up concerns regarding the sustainability of L&H, accepting an all-stock deal seems like a monumental Fehlentscheidung on the part of the Baker's. If the terms of the deal (all cash, all stock, 50/50 cash/stock) had no effect on Goldman's fees, why would they instruct Dragon to accept an all-stock deal.

Diversification 101, protect yourself from downside risk.

My name is Nicky, but you can call me Dre.
 

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