Tombstones: A Lawyer's Tales from the Takeover Decades.

• Author: Lyons, James

Tombstones: A Lawyer's Tales from the Takeover Decades. Lawrence Lederman. Farrar, Straus, and Giroux, $24. As a partner at Wachtell, Lipton, Rosen & Katz, the high-powered New York law firm, Lawrence Lederman had a hand in some of the largest corporate deals of the last 15 years. He helped sell Stokely-Van Camp to Quaker Oats, auctioned Macmillan to Robert Maxwell, and unsuccessfully defended West PointPepperell from a ruinous takeover by William Farley. His toothless memoir is peopled by the usual suspects. Henry Kravis crafts leveraged buyouts, Bruce Wasserstein dickers with bidders, Robert Bass triggers a takeover, T. Boone Pickens artlessly tries to charm an opponent, and Michael Milken hovers in the distance. In the midst of it all, corporate plenipotentiary Lederman confers with boards of directors, fields late-night phone calls, and rushes out onto the tarmac to catch the next private jet.

For all the reconstructions of critical meetings and board room faceoffs, this book is oddly equivocal; Lederman fails to give us much of a sense of how he feels about it all. Before long, one high-stakes deal begins to look much like the next. It's as if Lederman believes the mere presence of these titans of finance is enough to sustain the narrative. The moral of this tale is similarly muzzy. Lawyers are agents for change, Lederman says. But, alas, change in the corporate arena "isn't always for the best. And there are considerable costs." Unfortunately, Lederman never says what these costs are, aside from a few moguls being forced out of corporations they either built or inherited.

The underlying story is Lederman's own climb up the class ladder. Educated at humble Brooklyn College, he worked his way into New York University law school and landed a job as a California supreme court clerk in 1966. When he ascended to Cravath, Swaine & Moore (the archetype of law firm prestige and power), a fellow clerk teased that by going to work on Wall Street, Lederman risked becoming "a United Fruit fascist bastard." Once at Cravath, he wound up working on a deal for-wink, nudge-United Fruit. Tutored by the sages at Cravath, the budding legal eagle moved to Wachtell, Lipton, and made partner just as the merger and acquisition era dawned. Eventually, Wachtell emerged as the preeminent firm representing managements against hostile raids. The thirst for its expertise became so great that its lawyers began billing like investment bankers, abandoning hourly rates...