It was one of the biggest court showdowns in Corporate America for 2007 -- that is, the fight between Cerberus Capital Management and United Rentals (NYSE: URI).

The issue: would Cerberus be forced to buyout the company?

Well, Wall Street said it all: the stock price of United Rentals plunged 17% to $17.91. Yes, it's another harsh lesson in the post-boom private equity world.

If you read the legal decision, the Delaware Court justice, William B. Chandler III, spun some clever mythical allusions in his opinion. Yet, despite this fun, it was a pretty serious look at the meltdown of a $4 billion transaction.

Interestingly enough, this is a classic contracts case. Both parties are sophisticated players -- with expensive attorneys -- and understand the ramifications of their decisions.

So, Chandler's key contention is that United Rentals should have realized that there was no intent for Cerberus to be required to do a deal. If anything, the contract language was fairly fuzzy -- as were the negotiations.

As a result, Cerberus will need to pay a $100 million breakup fee -- which is pretty much small-time stuff.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates DealProfiles.com.

Chrysler Corp., owned by private equity firm Cerberus Capital, has said what many auto industry watchers have suspected for a while. It's "operationally bankrupt," according to Chrysler boss Robert Nardelli (who left Home Depot this year after compensation padding during HD's poor performance). Nardelli walked into a nightmare, which was fitting since he left one company in his messy wake and joined another that was already in progress. How fitting.

Anyway, Chrysler, who is selling assets and trying to reorganize into something recognizable as an auto manufacturer, is apparently running out of cash. When Nardelli was asked point-blank if Chrysler was bankrupt, he answered slyly with "Technically, no. Operationally, yes. The only thing that keeps us from going into bankruptcy is the $10 billion investors entrusted us with." Thank goodness for Cerberus, eh?

Chrysler is trying to raise capital by selling land, older factories and other tangible assets (probably at a loss to book value), but with Cerberus now being exposed to the effects of the subprime mortage industry's implosion with its ownership of GMAC (bought from General Motors for $12 billion), it can't just prop up Chrysler without seeing the company shed itself of useless assets as quickly as possible. Would you buy a Chrysler vehicle with all this uncertainty? If customers start using that in their decision-making process, the world of hurt could get even worse.

The approval of the UAW contract with Chrysler is going badly. Several local chapters of the UAW have voted it down. The workers at these plants are upset that the car company will continue to produce cars in Mexico and lacks concrete product plans for some of the manufacturing locations in the U.S.

If workers are going to give concessions on pay, they expect more from Chrysler in terms of future car-building in the U.S.

Chrysler wants to rescue the contract and avoid a strike. It appears to be willing to go to great lengths to do so.

Reuters writes that "Chrysler has guaranteed that it would keep some U.S. factories running well beyond the 2011 expiration of a proposed contract with the United Auto Workers union if the deal was approved." That is a big concession to get the union to vote in favor of the contract on the table.

While this maneuver may work for Chrysler, it will put Ford (NYSE: F) in a tough position. Ford may now be the weakest of the Big Three. Its unit sales have dropped about 20% each of the last two months. If the UAW thinks it can get Chrysler to buckle under on promises for the future of certain large plants, it is likely to ask Ford to make the same expensive pledges.

Being the last of the U.S. car companies to cut a deal with the UAW may cost Ford more than it wanted to give.

Douglas A. McIntyre is an editor at 247wallst.com.

This post is part of our Money Face-Offs feature. Let us know who you think comes out ahead in this head-to-head match-up, and check out our other Money Face-Off posts.

In this corner, hailing from Beverly Hills and Las Vegas, is 91-year old billionaire investor Kirk Kerkorian, one-time amateur boxer know as "Rifle Right Kerkorian." And in the other corner, hailing from New York, is 71-year-old corporate raider and activist private equity investor, Carl Icahn, who is never afraid to go toe to toe with an opponent.

Let's get ready to rumble.

Round One begins: Kerkorian drops out of school and becomes a pilot. He gets his start in business buying surplus planes after World War II, as well as Las Vegas properties, becoming the landlord of Caesar's Palace. Icahn, meanwhile, establishes his reputation as a corporate raider during his hostile takeover of TWA in 1985, and becomes one of the inspirations for the character of Gordon "Greed Is Good" Gekko, the antagonist of the 1987 film Wall Street.

About two years ago, Cerberus Capital Management agreed to buyout Talecris Biotherapeutics. So far, it looks like a winner.

In 2006, Talecris paid a $760 million dividend. Oh, and now the company has filed to go public.

Talecris is one of the largest producers and marketers of plasma-derived protein therapies. These therapies help to extend the lives of people who suffer from immune deficiency disorders, alpha-1 antitrypsin (AAT) deficiency, infectious diseases, hemophilia and severe burns.

Last year, the company posted revenues of $1.1 billion and net income of $87.4 million. Adjusted EBITDA was $264.1 million.

The roots of Talecris go back to the early 1940s and eventually became part of Bayer Healthcare (NYSE: BAY).

The underwriters on the IPO include Morgan Stanley (NYSE: MS), Goldman Sachs (NYSE: GS), and JPMorgan (NYSE: JPM). The proposed ticker symbol is "TLCR."

You can find the prospectus at the SEC website. Also, if you want to check out more recent IPO filings, click here.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

It's been a long process, but there's finally a deal. BCE (NYSE: BCE), which is the largest telecom company in Canada, has agreed to a $48.82 billion deal. The buyers include the Ontario Teachers Pension Plan, Providence Equity Partners, and Madison Dearborn Partners.

And, yes, it's the biggest buyout in Canada's history. It's even bigger than the TXU (NYSE: TXU) deal.

The transaction involved several other potential suitors, such as KKR and Cerberus Capital.

Because of increased competition and slower growth, BCE was ripe for a buyout. It also helps that the company has juicy cash flows.

So, by being a private company, BCE will have more leeway in making some key operational changes (such as layoffs and spin-offs).

The biggest winners are BCE's shareholders. After all, since late March, the shares have surged about 40%.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

Despite an announcement early last week that EMI Group PLC had entered negotiations with the European private equity firm Terra Firma about a buyout, reports now indicate the Warner Music Group (NYSE: WMG) and several other potential buyers intend to make bids for the British music company. According to Forbes.com, the offer from Terra Firma is five pence higher than the most recent bid from Warner, which was 260 pence in February. A year ago, Warner offered EMI a bid of 320 pence per share, which was rejected. Terra Firma is also still seeing competition from other private equity firms, like New York-based Cerberus Capital Management.

Reportedly the deal with Terra Firma is being considered heavily because it carries the least regulatory difficulties from the European Commission concerning the creation of a monopoly. Since 2000, the repeated negotiations between EMI and Warner have hit a roadblock because of those fears. Last week's announcement also carried the indication that the Terra Firma bid was more "attractive" in the eyes of the Commission. In addition to Warner's new bidding intentions, former EMI CEO Jim Fifield also made an announcement he intends to bid 278 pence a share for his former company, with backing from the Qatari royal family and Geneva-based private equity firm Corvus Capital, even though they announced no further interest last Wednesday.

EMI has been struggling all year, despite growth since their announcement to ditch Digital Rights Management technology, with lower profits than 2006. On Friday, the stock closed at 275.75 pence, up more since the Terra Firma announcement (but only 3 pence below Fifield's apparent bid). Today it has continued that rise, with figures as high as 277 reported. Warner Music has also enjoyed a slight growth since last week. The stock closed on Thursday at 16.38, and rose to 16.48 on Friday. If the company hopes to make a serious and challenging bid to counter the already agreed upon Terra Firma bid, Warner will have to up the ante significantly.

Just four years ago, Formica was mired in bankruptcy. Interestingly enough, this was one of the attractions for private equity firms Cerberus Capital Management LP and Oaktree Capital Management LLC, which were able to get a strong brand for a bargain price of $175 million.

Now, they are selling out to Fletcher Building, an Australian building materials manufacturer, for $700 million. To get the deal done, Fletcher will tap the frothy debt markets as well as do an equity offering.

While private equity firms get criticized a lot, the Formica deal is certainly a case study for showing how they can be extremely helpful in rejuvenating companies. There was quite a bit of restructuring and a focus on low-cost manufacturing areas, such as China.

The deal comes to about 7 times EBITDA, which is a pretty good valuation for Cerberus and Oaktree.

Fletcher trades in the Australian equity markets and the deal was announced after the close of trading.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

There's a great book -- called Taken for a Ride: How Daimler-Benz Drove Off With Chrysler -- that covers the behind-the-scenes details of the 1998 merger that created DaimlerChrysler (NYSE: DCX). On its face, it looked like a smart deal; that is, the auto industry needed consolidation to get economies of scale. Yet, how can you do that with a premium brand and a low-cost brand?

Of course, it didn't work out. Besides the mismatch in target markets, both companies had major struggles with different corporate cultures. There was also a big deterioration in quality (which is fatal for premium brands).

Now Chrysler is going to be owned by a private equity firm, Cerberus Capital Management.

Interestingly enough, according to a piece in Barron's [a paid service], the deal may be very good news for Daimler. While the stock has rallied over the past year, some people think it could reach $100 or more.

Why? First of all, Daimler no longer has the burden of Chrysler's $18 billion in unfunded health care benefits. In fact, that's a key reason why Daimler essentially paid Cerberus about $650 million to take Chrysler.

What's more, Daimler is a much more focused organization. Over the years, Daimler has also instituted a variety of process and efficiency improvements. Thus, these should ultimately help pad the bottom line.

Oh, and Daimler still owns about 20% of Chrysler. So if Cerberus works its private equity magic effectively, Daimler could get a boost from that too.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

With DaimlerChrysler (NYSE: DCX) shedding 80% of Chrysler along with its operating responsibility, it causes one to think way, way back to 1998. What happened and why is it relevant to today's global-economic environment? The one major conclusion that can be drawn from Daimler's experiment with an American company is that culture is important. Culture at any successful organization defines its direction and its attitude.

Back when this "merger of equals" was announced, the sniping about German tactics and the American work ethic were crossing the Atlantic faster than the Concorde. The engineering divisions of these two proud companies never synced-up as a team, and operated more as competitors. It was not a case of you show me yours and I'll show you mine. Daimler employees resented the Chrysler division and expressed reservations about Chrysler's quality and dedication. Whatever happened and who ever said what is now irrelevant: the divorce is almost final.

On the surface, the $36 billion takeover of Chrysler was meant to prove that the automotive world could have two distinct headquarters. But it never came to fruition, and the sale value shows it. With just simple compounding applied, today's value for the Chrysler unit should have been worth nearly double the $36 billion Daimler paid. Daimler is receiving $7.4 billion, leaving it with a 20% stake. So the whole enchilada is worth less than $10 billion -- a massive $26 billion loss, not too mention the time value of money.

According to a Reuters report today, it looks like Cerberus Capital is backing-off from a possible bid for Equity Office Properties Trust (NYSE: EOP). It would have been a mega deal, given that Blackstone is already in the process of buying the firm for roughly $36 billion (when the debt load is included).

Why did Cerberus drop out? It's hard to tell. But a big problem is the deadline for offers, which is February 18. Even though private equity firms can act fast, the EOP deal is nonetheless very complex. For example, Blackstone had to do quite a bit of negotiation with EOP's bondholders.

But of course another bid would have made things pretty crazy. What's more, it would have been a violation of the gentlemen's agreement in the private equity world not to spoil deals.

So they will remain gentlemen -- at least for now.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

With the emergence of mega equity funds, we are now seeing Fortune 500 companies become the targets of buyouts. It could be quite lucrative for these investors. But, what about the layoffs? Or possible cuts in R&D?

This all may ultimately become a political issue.

So, as a result, we are now seeing high-level former government officials move into the private equity world. The latest: John W. Snow, who was the Secretary of Treasury under George Bush (from 2003 to 2006). His new gig is the chairman of Cerberus Capital (which has $16.5 billion under management and has more than 275 investments).

No doubt, he is likely to have a significant compensation package. But, he will probably be worth it.

First, he will bring along his sterling rolodex. In other words, his role will mostly be in building relationship – that is, making introductions. The grunt work – in terms of deal structure – will likely be left to others.

Next, Snow understands global markets (hey, while in the White House, he had to deal with complex things like currencies). As private equity funds get huge, we are going to see complex global deals.

Also, Snow was the CEO of CSX. Thus, he has a strong understanding of operations of major companies.

Moreover, Snow should be extremely helpful in terms of navigating the inevitable political issues. For example, the Justice Department has been looking at possible collusion among private equity firms (in which several funds team together to buy a company – which may be an anticompetitive practice).

So, all in all, Cerberus's hire of Snow looks brilliant and is likely to be a model for other private equity firms.

Tom Taulli is the author of various books, including the Complete M&A Handbook and operates InvestorOffering.com.