George C. Kern Jr., 86; lawyer shaped corporate takeover battles

Sullivan & Cromwell

NEW YORK — George C. Kern Jr., an innovative lawyer who played a major role in the corporate takeover battles of the 1980s, died Tuesday at his home in Manhattan. He was 86.

His death was confirmed by H. Rodgin Cohen, senior chairman of Kern’s former law firm, Sullivan & Cromwell.

Mr. Kern founded the mergers and acquisitions practice at Sullivan & Cromwell in the late 1970s. His aim was to compete with two other firms — Wachtell, Lipton, Rosen & Katz and Skadden, Arps, Slate, Meagher & Flom — that had pioneered legal strategies for companies involved in the often bitter fights.


Mr. Kern referred to his team of lawyers — who worked with the firm’s top litigation, tax, antitrust and securities experts — as ‘‘a flying squad geared for instant response.’’ He was at the center of such big battles that he became the firm’s biggest moneymaker in the mid-1980s.

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In one of the most celebrated cases, Mr. Kern helped Gulf Oil Co. fend off the colorful corporate raider T. Boone Pickens and merge with Chevron in 1984. The $13.2 billion deal was then the largest merger in US history.

Mr. Kern also represented the Carnation Co. when it was acquired by Nestlé in 1985 in a $3 billion deal, which was then the largest nonoil acquisition in history.

Mr. Kern became the center of controversy in 1987 when the Securities and Exchange Commission charged that he had failed to promptly disclose developments in his defense of Allied Stores Corp. in a takeover battle in 1986.

Mr. Kern, who was also a director of Allied, denied any wrongdoing, saying the information involved a possible alternate bid for Allied that was too poorly financed to be taken seriously.


An administrative law judge ruled that he had violated federal disclosure rules. But the judge also declined to impose any sanctions against Mr. Kern, and the commission eventually voted to drop any efforts to penalize him.

George Calvin Kern Jr., who was known for his booming voice and an often disheveled appearance that stood out at the silk-stocking firm, was born in Baltimore, the son of George and the former Alice Gaskins. He graduated from Princeton after serving for two years in the Navy.

From 1947 to 1949, he worked in Germany as the director of the State Department’s information centers in Heidelberg and Mannheim and as deputy director of public information for US military author­ities during the Berlin blockade. He graduated from Yale Law School and joined Sullivan & Cromwell in 1952.

An opera buff, he built a personal collection of record albums that numbered more than 200,000, his daughter, Heath Kern Gibson, said.

Mr. Kern’s wife of 42 years, the former Joan Shorell, died in 2005. Besides his daughter, he leaves a granddaughter.