Airline mergers can be logistical nightmares. The companies are huge operations, often with completely different corporate cultures, operating under a clutch of conflicting union contracts. But when Northwest Airlines Corporation agreed to tie the knot with Delta Air Lines, Inc., in April, the risk loomed especially large for Northwest. Powerful politicians vowed to try to block it even before the parties signed. The deal can be shot down by the U.S. Department of Justice’s antitrust review. And, finally, there was one contingency that would cost the airline dearly just for signing the agreement, even if the pact failed to close: Northwest would lose its “golden share.” [See "Crash Landings."]
Though it sounds like something out of a Harry Potter novel, the golden share was real enough. It consisted of preferred stock in Continental Airlines, Inc., which gave Northwest the right to block its competitor from most mergers. Northwest acquired it in 2001, after it bought a controlling stake in Continental-only to be sued by the Justice Department’s antitrust division, which forced it to sell back all but the golden share. And it gave Northwest valuable leverage in an industry with, at least these days, a permanent urge to merge. But because Northwest agreed to the marriage with Delta, it had to sell it back to Continental for the grand sum of $100.
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