

When the United States government moved to block Oracle's hostile buyout of PeopleSoft last winter, many were ready to sound the death knell on the deal.
But for Oracle's chief executive, Larry Ellison, it was simply time to take off the gloves.
Anyone who followed the 18-month saga learned much about the software chief's tenacity this year. Ellison & Co. relentlessly tackled numerous obstacles, including the ill-fated Justice Department suit, before finally inking a $10 billion merger deal earlier this month.
The road to the deal had a few interesting twists. PeopleSoft fired CEO Craig Conway, a one-time Oracle exec who became an Ellison foe; there was an unusual courtroom fight over PeopleSoft's "poison pill" that became a public forum for negotiating the deal; and a PeopleSoft shareholder vote kept Oracle in the game, with a $9.2 billion offer.
And along the way this year, Oracle changed its offer price four times, before settling on $26.50 a share.
The antitrust trial in June provided some of the juiciest moments. On the trial's opening day, Oracle revealed that Microsoft and German software maker SAP had held secret talks about a merger. Although the companies abandoned the idea, it signaled Microsoft's hidden, if fleeting, desire to make a much bigger play in the business software market. It also made clear how several painful years of slack demand in that market have made even the most powerful providers reassess their positions.
The trial also aired some of the industry's dirty laundry, including discounting practices that one expert witness said amounted to price discrimination.
Oracle President Charles Phillips provided one of the lighter moments of the trial. In a taped deposition, Phillips was quizzed about a report he wrote in his previous job as a Morgan Stanley analyst, stating that Oracle, PeopleSoft and SAP comprised an "oligopoly." Phillips did his best to dismiss the report, which the Justice Department had cited in its suit. He had used the term "oligopoly" very loosely, he said. And anyway, no one really reads those reports, he added.
The finale was Ellison's turn on the witness stand. Spectators lined up for hours and jammed into the courtroom to watch the CEO deliver a suave and convincing performance that must have made a big impression on the judge.
About two months later, U.S. District Court Judge Vaughn Walker handed Oracle a victory with a ruling so strongly worded that the government declined to appeal and regulators in Europe quickly cleared the deal.
In the end, a simple phone call on Dec. 10 led to a peaceful and surprising end to all the rancor. Up until then, the companies' top brass looked ready to drag out the conflict into a proxy fight next year.
Could the companies have made that phone call much earlier and settled things more civilly? Maybe--but then it wouldn't have been half as riveting.
--Alorie Gilbert