The Eulogizer: Hostile takeover lawyer, more on Scliar

JERUSALEM (JTA) — The Eulogizer is a new column (soon-to-be blog) that highlights the life accomplishments of famous and not-so-famous Jews who have passed away recently. Learn about their achievements, honor their memories and celebrate Jewish lives well lived with The Eulogizer. Write to the Eulogizer at eulogizer@jta.org. Read previous columns here. 

Joseph Flom, 88, hostile takeover lawyer

Joseph H. Flom, a central player in the hostile takeovers of late-20th century corporate America who made his Jewish-run New York law firm Skadden, Arps, Slate, Meagher & Flom one of the world’s biggest, died Feb. 23 at 88.

Flom, whose hardscrabble Jewish background was cited as a source of his success, was central to the world of hostile takeovers, said his former partner, Robert Sheehan. In 1978 alone, Sheehan noted, there were 20 contested takeovers of public companies in the United States, and Flom was involved in 19 — and "the 20th, nobody could remember." Takeovers were an "elaborate sophisticated game," he said, and Flom "enjoyed elaborate, sophisticated games."

Author Malcolm Gladwell wrote in his best-selling 2008 book “Outliers: The Story of Success,” that Flom, who was born in the Great Depression to parents who worked in the garment industry, was rejected by establishment law firms, which forced him into new legal practice areas such as corporate takeovers.

The chapter titled "The Three Lessons of Joe Flom" identified traits that defined him and others like him: The first was the importance of being Jewish, the second was being born during the Great Depression, and the third was having parents or grandparents that worked in the garment industry.

In an interview about the book, Gladwell said, “Of all the tasks in the book, finding Jewish lawyers in their 70s that grew up in the Bronx and Brooklyn and whose parents were in the garment industry is incredibly easy. … What seemed to be a denial of a great opportunity was actually their break and made their success possible.”

Gladwell said the first thing he noticed about Flom was his charisma.

“What’s interesting about writing this book about extraordinary people is when you meet them it feels different," the author said. "Same with Joe. He’s not ordinary in any sense — you’re struck by the force of his personality and his charisma.”

In the 1994 book “Skadden: Power, Money, and the Rise of a Legal Empire,” author Lincoln Caplan portrayed Flom as “a scrappy, sometimes rough-edged iconoclast who retained an outsider’s sense of himself in the white-shoe world of corporate law.”

“We’ve got to show the bastards that you don’t have to be born into it,” Caplan quoted Flom as saying.

Flom was born in Baltimore and raised in Brooklyn. He began his legal career in a small Jewish law firm as an office boy and attended the City College of New York at night.

"I was living in the ass end of Brooklyn, taking the subway at the Coney Island station into Midtown to work every day," Flom said in 2008.

Flom never received an undergraduate degree because he went into the U.S. Army after three years of college, but he received a law degree in 1948 from Harvard Law School. Flom became the first associate hired by the three founders of Skadden, Arps a year later, and was named a partner in 1954.

Before the 1970s, hostile takeovers were "novel and disfavored," but Flom brought mergers and acquisitions, or M&A, from an "aberrant body of law used by rogues" to the mainstream corporate world, said John Coffee Jr., a professor at Columbia Law School. As Flom’s reputation grew, Coffee said, corporations who feared being takeover targets would pay Flom not to represent their adversaries.

Flom represented Ronald Perelman in his $2.7 billion unsolicited takeover of Revlon, inBev in its $52 billion acquisition of Anheuser-Busch, and Sir James Goldsmith in a leveraged buyout of Diamond International Corp. He represented Chemical Bank against a hostile takeover bid by Saul Steinberg, and U.S. Steel when Carl Icahn tried to take it over.

In later years, Flom became an active philanthropist. He pledged to cover college tuition for a class of 80 Harlem sixth-graders in 1983. He was the founding trustee of the Skadden Fellowship Foundation. In November 2005, he and the Milton Petrie Foundation donated $10 million to establish the Petrie-Flom Center for Health Law Policy, Biotechnology and Bioethics at Harvard Law. In 2008, he set up the Flom Honors Program in Legal Studies at City College of New York and endowed it with $9.6 million over 10 years. He was on the board of New York University Medical Center, Barnard College and the Metropolitan Museum of Art.

More on Moacyr Scliar, Brazilian author

The Eulogizer was pleased to see The New York Times produce its own obituary of Brazilian author Moacyr Scliar, whom we covered last week, published this week. To its credit, the Times made a point of addressing Scliar’s Jewishness and offered a great 1991 comment by the author: “I owe to my Jewish origins the permanent feeling of wonderment that is inherent to the immigrant and the cruel, bitter and sad humor that through the centuries has served to protect Jews against despair. It is at the level of language, however, that these impulses are able to produce their effects. It is in language that I have faith, as a vehicle for aesthetic expression and also — and above all else — as an instrument for changing the world in which we live.”