The Rehnquist ChoiceCreating Value Through Corporate Restructuring

The holidays are a great time to catch up some light reading, so it seemed only
appropriate that I peruse a scintillating legal thriller or two. What I came up
with was John W. Dean's The Rehnquist Choice (The Untold Story of the Nixon
Appointment that Redefined the Supreme Court) and Stuart C. Gilson's in-depth
review of real-life case studies in bankruptcies, buyouts and breakups.

Many of you will be attending ABI's Annual Spring Meeting (April 18-21,
2002) in Washington, D.C., so I am certain you will want the latest on
Chief Justice William Rehnquist—just in case you have to make some small talk with
him. John Dean will certainly give you something to talk about.

You remember John Dean as counsel to President Nixon. Dean went to jail for his
role in the Watergate scandal. His story of Justice Rehnquist's appointment is a
commentary on the way political power is used by the executive branch to influence the
other two branches of government.

Through slight of hand, delay, arm-twisting and other means, the president has
the opportunity to influence the judicial branch through the nominating and appointment
process. The eye-opening aspect of the process is the way President Nixon went about
attempting to create vacancies on the Court.

He targeted justices with whom he did not agree and sought information with which
he could coerce them to retire. His tactics were sufficiently successful that Nixon
was able to appoint four justices during his six years in office. Among those
appointments was a then fairly obscure U.S. Justice Department lawyer, William
Rehnquist. The facts surrounding Nixon's choice of Justice Rehnquist and the process of
pushing the nomination through are fascinating, even if you have reservations about the
accuracy of the account.

After reading about the Rehnquist appointment, you will certainly want to follow
up with something of true quality, if not light, reading. Stuart C. Gilson's
Creating Value through Corporate Restructuring could be just the thing. He
acknowledges a number of ABI's members by name as having provided him with assistance
in preparing what is a study of 13 actual cases by which corporations were
restructured.

Among the cases are Continental Airlines, Humana Inc., USX Corp., Scott
Paper Co. and UAL Corp. Interspersed with the discussion of the cases are
subchapters that provide valuable information dealing with creditors', shareholders'
and employees' claims. The author supplies information that gives the reader an
inside view of the negotiations and decisions made in the specific cases as well.

The information provided in Gilson's book is the next best thing to being
there. For those of us who are outside the major industrial and business
centers and deal with smaller corporate bankruptcies, the book provides a useful
source of information for creative solutions. The level of detail in the book
is exceptional.

Neither of the books is as entertaining as a John Grisham novel, but each is
engaging in its own way. Dean's tale is interesting and insightful. It provides
a sense of the drama that exists in the power of politics for those of us who do
not encounter it everyday. By the same token, Gilson gives a sense of the
maneuvering that occurs behind the scenes in every workout and bankruptcy case. Both
authors provide new revelations. Both deal with restructuring: one of business and
the other of the court. If you want to restructure your recreational reading list,
these books provide an excellent place to start.