Cheeky guide explains nuts and bolts of buying America

HOW TO TAKE OVER AN AMERICAN PUBLIC COMPANY, by Samuel H. Sloan. Berkeley, Calif.: The Orsden Press, 180 pp., paperback, $14.95/ yen 1,500.

Reviewed by
WILLIAM FEUlLLAN
Staff writer, Japan Times

Be forewarned. This breathlessly informative how-to manual is ostensibly aimed at providing the Japanese business executive with all the information needed to successfully buy out a public American corporation.

Unfortunately, its timing is hardly ideal. Although Samuel H. Sloan may be a behind-the-scenes expert in hostile takeovers in the United States, as the book blurb says, he was unable to foresee the bursting of the Japanese economic bubble. At least for the time being this country's appetite for American corporate properties and other assets has evaporated.

In any case, despite their reputation abroad as the warriors of the business world, few if any Japanese executives feel comfortable at the prospect of a hostile takeover, whether on the buying or the selling end. The concept remains largely unknown here, where direct confrontations continue to be shunned.

The public outcry in the U.S. is loud and long enough whenever Japanese corporations acquire American companies that are willing and eager to be bought. What would be the reaction if Japanese managers took a leaf from this book and began to be seen by Americans as voracious corporate raiders?

In point of fact, while Sloan's little book is packed with a wealth of practical information, the author sometimes appears to have his tongue very firmly planted in his cheek. There is no other way to explain sentences like this one from his introduction: "This book is... intended for enterprising Japanese executives who want to enlist America as a suitable slave-colony of Japan."

Sloan has years of experience as an over-the-counter stock trader, during which he had periodic run-ins with the U.S. Securities and Exchange Commission. These left him with more than a few battle scars, even though he eventually wound up in the U.S. Supreme Court where he pleaded his own case and won, 9-0.

"How to Take Over an American Public Company" is written in a relentlessly chatty, cheerful "good-ol'-boy" style that some native English speakers may find sorely trying. But if you are comfortable with all the backslapping wisecracks, you can pick up innumerable pointers on how the U.S. economy does and doesn't function.

Ultimately, this book should prove of greatest value to readers who need a crash course in the inner workings of the U.S. stock market and the ins and outs of American corporate acquisitions. Sloan is good on the relevant U.S. laws and regulations, and he provides helpful tips including names, addresses, telephone and fax numbers on government agencies and private companies that can help in the process, and specifies their charges.

A Japanese version of the book is available and can be ordered from The Orsden Press, CPO Box 2126, Tokyo. If it is intended for those readers for whom the volume supposedly was written, one can only hope that the translator has toned down some of the frantically folksy flavor.



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