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The sums are so vast, and so apparently out of line with any foreseeable benefits that the deal might bring to American industry, that they raise deep and disturbing doubts about the direction of U.S. business at a time when many firms lag badly in foreign competition. Seldom since the age of the 19th century robber barons has corporate behavior been so open to question. The battle for RJR Nabisco seems to have crossed an invisible line that separates reasonable conduct from anarchy.
Except for its scale, the proposed RJR breakup was like many of the fruitless paper-shuffling deals that have proliferated in the past decade. The management group is planning to take apart a merger, between RJR and Nabisco, that they hailed only three years ago as a brilliant strategic move. "What is being done threatens the very basis of our capitalist system," said John Creedon, president of Metropolitan Life Insurance company, which is suing RJR because the potential buyout has undermined the value of all bonds that the food and tobacco company sold before the announcement. Not everyone was alarmed. Said Harry D'Angelo, a finance professor at the University of Michigan: "I don't see any major social dangers. The real challenges have been to the conventional wisdom that large numbers of shareholders provided the best means of financing industry."
The RJR battle has brought several U.S. business trends of the past decade under greater scrutiny in Washington. Among the political concerns:
-- The relentless focus on dealmaking rather than on long-term investment.
-- The apparent disregard for company employees and the communities in which firms are located.
-- The rapid pileup of debt that has alarmed everyone from small investors to Federal Reserve chairman Alan Greenspan, who recently called for measures to curb borrowing.
-- The cost to American taxpayers, who wind up underwriting the buyouts to the tune of billions of dollars because interest payments on the giant borrowings are deductible as a business expense.
The RJR buyout aroused anxieties even in the investment community, where some executives feared that the Johnson-initiated scramble would swallow up too much of the available money for deals and, moreover, give mergers and LBOs a bad name. "This is the sort of excess that investment bankers have worried about for years," said economist Robert Reich of Harvard's John F. Kennedy School of Government, "because it so clearly exposes the greed and rapaciousness of so many of these takeovers." Martin Weinstein, managing director of Kubera, a Wall Street arbitrage firm, concurred: "Do I sense fear? Yes. At some point there is going to be a rebellion against greed."
The first sign of revolt, interestingly, came from the outside directors who had come to dinner at the Waverly Hotel. Appalled by the gall shown by Johnson, whom one director called a "raider from the inside," a committee of five directors three weeks ago opened the bidding to all comers. First to accept the invitation were the most aggressive LBO artists of all, the Wall Street firm of Kohlberg Kravis Roberts. Headed by Henry Kravis, 44, and George Roberts, 45, KKR pioneered the leveraged buyout in the 1970s and nurtured it into one of the best-paying financial arrangements of the decade.