at 864.56Gilson, 33 Stan. At the same time, because Flom was becoming the lawyer of choice for the most common bidders for controland the most assertive investment bank, Morgan Stanley, then pushing hostile tender offersLipton and Wachtell Lipton continued to get defense-side representations. I thought what Id really like to be is a lawyer. The exigencies and pressures of a takeover battle are such that it is desirable to avoid proliferation of committees, counsel and investment bankers. Martin Lipton, founding partner of Wachtell, Lipton, Rosen & Katz, addressed the 2017 fall meeting of The Conference Board Governance Center. As a result of his experience working to defend McGraw-Hill, Lipton came to see the larger implications of takeovers more clearly. Under the City Takeover Code (which was not even official government policy but which all participants in the U.K. adhered to). doubt as to quality of the raiders securities in an exchange offer. Martin Lipton, a founding partner of Wachtell, Lipton, Rosen & Katz, specializes in advising major corporations on mergers and acquisitions and matters affecting corporate policy and strategy. Fortunately, I survived the experience as did our nascent friendship, which is still going strong after six decades.5. His father is a vice president at Sterling National Bank in New York. An independent investment banker or other expert should opine as to the adequacy of the price offered and managements presentation. The firm specialized in corporate, securities, creditors, and tax law. Law. Martin has been found in 13 states including California, Massachusetts, Ohio, Connecticut, Illinois. Not only that, Liptons memos, as will be seen, had a voice and a point of view, unlike the lengthier, on the one hand, on the other approach, that often characterized legal discourse of that time. Lipton is a Trustee of New York University (Chairman 1998-2015), a Trustee of the New York University School of Law (Chairman 1988-1998), a Trustee of . Directors should not be forced to accept any takeover bid that is at a substantial premium and the usual rule that directors may accept or reject a takeover bid if they act on a reasonable basis and in good faith should continue. As a subscriber, you have 10 gift articles to give each month. Martin Lipton is a retired physician and lives in Westchester County, one hour north of New York City, with his wife, Fernande, a professional artist/sculptress, who raises Guiding Eyes breeding dogs for the Blind. I strongly believe that anyone who knows PowerPoint and Excel can build an app, says Vu. Dec 26, 2022. As Lipton described it, The firm started as four friends. More details Joseph Flom (left) and Martin Lipton (Right). Education. By dint of his work on securities law matters and his relationship with Dean Niles, Lipton was asked to step in and teach securities law at NYU on short notice after the death of a faculty member. The bridegroom, 25, is an associate in the New York law firm of Simpson, Thacher & Bartlett. Mr. Purcell and his deputy left with lavish severance agreements of $113 million and $32 million. Lipton then employed another version in the defense of El Paso Company. Takeover bids are not so different from other major business decisions as to warrant a unique sterilization of the directors in favor of direct action by the shareholders. Law. at 116-17. Leadership, decentralized finance, and collaboration were themes in the first Wharton Global Forum since the pandemic. Basically, the firm was a group of friends joining together and we did not view it as a business. Many women suffer silently through reproductive challenges an issue that stems from a long history of a lack of resources and conversational acceptance. Martin Lipton is Chairman of the Board of Trustees of New York University, a trustee and former Chairman of the Board of the New York University School of Law, a member of the Council of the American Law Institute, and a director of the Institute of Judicial Administration. Law. Martin Lipton and his law firm operate at the highest levels of craftsmanship. [6] In October 2015, Lipton retired as Chairman when his term ended. And we had been researching this issue for years. [8] The current 84 partners share equally on a seniority basis. On September 15 th, AFHU's Northeast Region held its long-standing lawyers' event, presenting the distinguished 50 th Annual George A. Katz Torch of Learning Award to Martin Lipton, co-founder of Wachtell, Lipton, Rosen & Katz (WLRK), and a leading member of New York's legal community.To mark the milestone occasion, Past Award Recipients were also recognized. That expansion was also fueled by the close relationship that Lipton and Wachtell Lipton developed with Salomon Brothers, and in particular Ira Harris, a partner at that investment bank, in helping it with its arbitrage practice. Born in 1933, Quincy has amassed 28 Grammys during his incredible career. Its general litigation, securities, and antitrust departments are highly respected and kept busy, and Lipton himself is so highly regarded in all areas of securities work that hes frequently been talked about as a future SEC chairman. Martin Lipton & Erica H. Steinberger, Cash Tender Offers, in Takeovers & Takeouts 9, 9-107 (1976); see also Martin Lipton & Erica H. Steinberger, Introduction, 23 N.Y. L. Sch. But now Ratcliffe is ready to make an offer likely to infuriate United fans who are . . Instead, milkmen delivered dairy in reusable glass bottles. And as an important practical matter, the article served to encourage courts to embrace its arguments, and create a body of case law that followed it and could be used to defend takeover targets. at 104 n.10. Lipton also had recurring roles on such shows as Popular, Alias and Crash. While the FRC codes are "comply and explain," they fundamentally [] The Mod Squad and Twin Peaks star is survived by her two actress daughters, Kidada and Rashida Jones, her . at 1164; see also 94 Harv. 4Slater, Partner for Life, at 29. The senior partner of the firm, Charles Seligson, taught at NYU and Lipton had been a student in Seligsons bankruptcy course. Martin Lipton (LAW '55) is a founding partner of Wachtell, Lipton, Rosen & Katz and specializes in advising major corporations on mergers and acquisitions and matters affecting corporate policy and strategy. [6], In 1975, Lipton represented New York City in several financial transactions, including a temporary $2.5 billion U.S. Government loan, the rollover of the then short-term City debt held by banks and the placement of $500 million of City bonds with City pension funds, that resolved the two-year financial crisis and saved the City from bankruptcy. But we had really failed to find a case directly on point. [3] Also in 1998, Lipton was elected Chair of the NYU Board of Trustees and for the following two decades he worked first with President L. Jay Oliva and then starting in 2002 with John Sexton, who Lipton had appointed NYU President, to complete the work of making NYU the first global network university, with major campuses in Abu Dhabi, Shanghai and Florence and schools in ten other cities, with at least one on every continent. After graduation, Liptons father hoped he would go to work for an investment bank, but Lipton did not find that pathway which was very different in the 1950s than today of interest. If that is the law and that is what happened, why the issue? Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. at 110.27Lipton, 35 Bus. Suki uses AI-powered voice technology to complete documentation 76 percent faster on average, saving physicians hours of time. As Lipton warned in Takeover Bids, if corporate boards faced the constant possibility of being forced to sell, it disrupted their ability to invest and implement business plans focusing on sustainable, socially responsible growth. At this stage, he argued that takeovers did not present a direct conflict of interest requiring the recusal of the management directorsespecially given that he was writing before the advent of management buy-outsbut he referred frequently to the independent directors and ensuring that they had financial and legal advice independent of management, and that the board as a whole, and not management in isolation, was the instrument that would determine how the company reacted to the takeover offer. L. Rev. . Susan Lytle Lipton LL.M. Lipton got positive feedback when he sent out short, to-the-point, memos which he aimed to be no more than one page if possible that put new developments in relevant terms that general counsel, top corporate officers, and corporate advisors could grasp and put into practice. Takeover Bids in the Targets Boardroom, 35 Bus. The Seligson firm specialized in corporate law and creditors rights, and represented such major companies as Schenley Industries, Metromedia, and Pepsi-Cola, and worked with Lehman Brothers for clients that were involved in proxy fights, corporate control, and securities law matters. [8][10] Also, in 1975, as a trustee of the NYU School of Law, Lipton played a major role in saving NYU from its financial crisis by selling the Mueller Macaroni Company. Fans can also purchase Creator Tokens that score them access to exclusive features such as jam sessions, personal training, and Cameo-style shout-outs. He is a founding partner of the law firm of Wachtell, Lipton, Rosen & Katz specializing in advising major corporations on mergers and acquisitions and matters affecting corporate policy and strategy. Lipton was a good student and hoped to study the humanities in college.1 But, his father encouraged him instead to study business. [12][13], In 1988, Lipton was elected Chair of the NYU School of Law Board of Trustees. In 1982 Lipton created the Shareholder rights plan or poison pill, which has been described by Ronald Gilson of the Columbia and Stanford Law Schools as "the most important innovation in corporate law since Samuel Calvin Tate Dodd invented the trust for John D. Rockefeller and Standard Oil in 1879. All rights reserved. Law. L. Rev. . OINTERVIEW BY HOFFER KABACK NE OF THE BEST BARGAINS AROUND is getting yourself a spot on the Wachtell, Lipton, Rosen & Katz mailing list. L. Rev. at 115. The New York Times, when highlighting the accomplishments of Lipton, maintains, While shareholder gadflies have criticized Mr. Lipton for being an apologist for corporate management, that assertion misses the point that Mr. Liptons fiduciary responsibility is to best represent and advocate in support of his clients interests. And on that notion, Mr. Lipton leaves little room for objection. Privacy Policy. Browse 73 peggy lipton daughter photos and images available, or start a new search to explore more photos and images. This zero-waste model inspired Alex Torrey WG21 and Byungwoo Ko WG20 to create The Rounds, a subscription service that keeps subscribers stocked with necessities like toiletries, dry goods, and, yes, milk, at least of the non-dairy variety. 2 Dan Slater, Partner for Life, N.Y.U. Martin Lipton at the Editor-in-Chiefs desk at the Law Review. Thats the ethos behind Detoxyfi, a startup founded by Dhananjay Goel WG22. If a majority of the directors are officers or otherwise might be deemed to be personally interested, other than as shareholders, a committee of independent directors, although not in theory necessary, from a litigation strategy standpoint may be desirable. https://www.nytimes.com/1990/12/24/style/katherine-lipton-student-marries.html. A founding partner of Wachtell, Lipton, Rosen & Katz, Martin Lipton was dubbed one of the 100 Most Influential Lawyers in America by the National Law Journal. During the 1960s, Lipton himself specialized in M&A transactions and public offerings for smaller companies, and on defending clients in SEC enforcement proceedings.10 He and the firm got their first taste of real public attention near the end of the 60s, when Lipton led the successful defense of Pepsi-Cola General Bottlers, a major mid-western distributor of Pepsi against hostile takeover bids, and facilitated its later $100million friendly mergera big number in that periodwith Illinois Central Industries.11 The firms involvement in M&A resulted in a change in its name, when Liptons partner, friend and founding partner, Jerome Kern, left to become an investment banker, and leaving the firms name as Wachtell, Lipton, Rosen & Katz, or Wachtell Lipton.12. We shook hands, said that we would practice law together, and agreed to be equal partners. [23][24], Lipton has received honors from organizations, including the Wharton School, New York University School of Law, New York University, the Legal Aid Society, and the NYU Langone Medical Center. During his time at the Seligson firm, J. Lincoln Pud Morris took a special interest in Lipton, and Lipton worked closely with Morris on complex corporate and securities matters. Martin Lipton's profile, publications, research topics, and co-authors. 2019-2020 Wharton Alumni Magazine. Lipton argued that any transaction that could change control of a corporation was a proper subject for board action, and that boards had to step up and protect the corporation if a tender offer threatened the bests interests of the corporation and all of its stakeholders, not just the stockholders. Can computed tomography improve outcomes in acute coronary syndrome? at 1191-92.42Frank H. Easterbrook & Daniel R. Fischel, Takeover Bids, Defensive Tactics, & Shareholders Welfare, 36 Bus. By Martin Lipton. Law. This is a digitized version of an article from The Timess print archive, before the start of online publication in 1996. This Essay is part of our Forum: The American Corporation is in CrisisLet's Rethink It Last year, the firm raised nearly $40 million; it has expanded from Philadelphia to Atlanta, Miami, and Washington, DC. By Martin Lipton, David M. Silk and Carmen X.W. After living through personal reproductive challenges, Lina Chan WG09 turned her experience into empathy and founded Parla, an online community platform that aims to empower women with the knowledge to access care and better understand their bodies. Lipton found that he enjoyed being able to practice law and teach law, and decided to eschew a full-time career in academia to become a partner at the Seligson firm, while continuing to teach at NYU. an analysis of the raider and its management and in the case of a partial offer or an exchange offer pro forma financial statements and a comparative qualitative analysis of the business and securities of both companies. But, as Wachtell happily admits, His name is second. Conducted by Jessica C. Pearlman [*], republished from The Business Lawyer. The additional leading commentary during the interim included: After Takeover Bids in the Targets Boardroom, Lipton and Wachtell Lipton found themselves literally on the defense. Scoops about Secure Windows & Doors . During that period, developments at the Securities Exchange Commission, and in securities law in general, were at the forefront for lawyers working internally at large, public companies. [21] Lipton is a Member of the Executive Committee of the Partnership for New York City and served as its Co-Chair (20042006). In that space, Wachtell Lipton shared a niche with another emerging firm, Skadden, Arps, Slate, Meagher, & Flom, whose key partner Joe Flom was then considered the pre-eminent lawyer in contests for corporate control. Trustee Jewish Museum, since 1986, chairman, 2002-2004. 34Lipton, 35 Bus. Arthur Fleischer, Tender Offers: Defenses, Responses and Planning (1980). The 87-year-old attorney who created the "Poison Pill," a corporate strategy to protect against hostile takeovers, has not stepped away from his 31 st . 8, 2016). L. Rev. Daughter of Samuel 'Schmul' Cohen / Katz / Cohen Tzedek Katz and Chana Lea Ratnowski / Rolnoski / Berestizky Katz Wife of Simon Lipton Mother of Martha Lipton; Seymour Lipton; Leon Lipton and Martin Lipton . By partnering with industry health experts, Parla provides webinars, programs, and articles focusing on topics including pregnancy loss and grief, period wellness, and menopausal health, as well as a space where women can connect, heal, and learn. To this day, that principle guides the firm [we created] and the firm [still] does not have a written partnership agreement.8, Although Lipton was the primary mover in creating the firm, he and his friend Herb Wachtell divided the senior partner spoils, with Wachtell being first in the firms name, and Lipton being first named partner on the letterhead. Powered by proprietary technology integrated into ChatGPT, Vurbalize helps users browse products from electronics to health supplements to wine and more and get real-time answers to questions about pricing, comparisons, shipping, and returns. The cost is nil; the value, high. Litigators, Trials 5 Litigation Lessons From Joe Jamail's Trial Strategy In. Because so much of the law of takeover defense was undecided, Wachtell Lipton had given opinions to and made arguments for McGraw-Hill with less than ideal support in traditional statutory and case law. He thought all of these critical attributes would be lost by an American Express takeover . Over the years, the Marty memo and firm writings drawing on its template became the major way that Wachtell Lipton communicated with clients and found new clients, as over time, more and more company counsel, CEOs, investment bankers, and even other law firms, asked to be on the distribution list to hear the thoughts of Lipton and his partners. Konen Insurance Agency is part of the Insurance industry, and located in Illinois, United States. How Academics Are Learning Martin Upton May Be Righi 1437 perts have their doubts. The 'We Are The World . L. Rev. This experience with Harold McGraw to defend the company his family had created was transformative for Lipton, as Lipton explained: Harold thought that the company was worth far more than [the] $34 per share [Amex offered] and would achieve that value in just a few years. When a client presses you on a legal opinion, you really want to research it carefully. Martin Lipton, a founding partner of Wachtell, Lipton, Rosen & Katz, specializes in advising major corporations on mergers and acquisitions and matters affecting corporate policy and strategy. As Lipton recalled its origins: [When we were defending the AMEX takeover bid,] the McGraw-Hill board of directors really pressed us on the business judgment rule. 1693 (1985).32Lipton, 35 Bus. Martin Lipton Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 United States Learn more about SSRN Profiles SCHOLARLY PAPERS 15 DOWNLOADS Rank 9,574 7,901 SSRN CITATIONS Rank 19,116 13 CROSSREF CITATIONS 44 Scholarly Papers (15) Sort by: Actions: Email selected abstracts View: Selected Original List All Versions All Abstracts . To fill that gap for his burgeoning defense practice,19 Lipton then wrote his now-iconic 1979 article, Takeover Bids in the Targets Boardroom,20 using the firms legal opinions to the McGraw-Hill board as the first draft.21 The intent of the article was to advance a sound and well-grounded argument for target boards responding to takeovers to protect not just stockholders, but the companys full range of stakeholders. Lipton urged the board to dilute Pickens stock purchases by the flooding the market with new shares. Dinners solution became Clarifi, a software platform that helps students stay focused by locking down their desktops, breaking work into 25-minute chunks, and gamifying homework, with rewards and power-ups for accomplishing tasks. (This year, the rate is $22,500.) L. Rev. In response to Easterbrook and Fischels article When Shareholders Become the Victim,45 Lipton wrote back with Boards Must Resist.46 Lipton noted that the Easterbrook and Fischel model of passivity was a drastic change from the current law, and cited academic research to suggest that short-termism by management may lead to an unwillingness to assume the risks inherent in planning for long-term profits, which ultimately is socially and economically damaging. Lipton concluded that it was in the shareholders best interests that the board of directors assess a takeover offer on its merits and reject it if deemed insufficient, rather than acquiescing to all takeover offers. Interviewer's note: In September of 2019, after wrapping up meetings of the Mergers and Acquisitions ("M&A") Committee of the Business Law Section of the American Bar Association ("ABA"), I took the train from Washington, D.C. to . Liptons conclusions were crisply stated: The overall health of the economy should not in the slightest degree be made subservient to the interests of certain shareholders in realizing a profit on a takeover. Law. Trustee, president Jewish Communal Fund, 1992-1997. Law. Lu June 16, 2022 Recent high profile investigations into greenwashing, the ongoing war in Ukraine and soaring energy costs have prompted questions as to the purpose and value of ESG, and more broadly, stakeholder capitalism. Alumni meet with a Wharton marketing guru, discuss smart uses for artificial intelligence, and get together for the 55th Wharton Global Forum. His tenacious tactics established him as a household nameif your household is made up of corporate lawyers and directors. Martin Lipton, a founding partner of Wachtell, Lipton, Rosen & Katz, specializes in advising major corporations on mergers and acquisitions and matters affecting corporate policy and strategy. L. Rev. CNN . We had two dozen people and we were all friends. Our basic understanding was simply that we would work hard, do a great job, and clients would seek us out. . In the course of developing arguments to help McGraw defend the company he created, Lipton began to embrace them as a personal belief system. If target management prevents shareholders from responding to an offer, that valuation process is bypassed. 48In contrast to Liptons view of the primary role of the board of directors in accepting or blocking a tender offer, Gilson saw the board of directors as aiding the shareholders in making the decision through providing the shareholders with information or bargaining on behalf of the shareholders which may involve looking for a white knight. A dozen years ago, investor and entrepreneur Marc Andreessen described software as eating the world. Today, the same might be said of mobile apps. Law. Most famously, Lipton invented the poison pill, a takeover defense used by publicly- traded companies to discourage unsolicited acquisitions. Quincy Jones is a famous American pop music composer, producer and songwriter. More recently, Lipton has defended generous executive compensations. Thus, another prominent Columbia Law Professor, Herbert Wechsler, helped Lipton secure a clerkship in 1956-57 with Judge Edward Weinfeld of the U.S. District Court for the Southern District of New York. Martin Lipton was born on June 22, 1931 in Jersey City, New Jersey, where he grew up. Mrs. Chabinsky, 25 years old, graduated from Mount Holyoke College and expects to receive a law degree in May from the University of Pennsylvania. Martin Lipton is a founding partner of the law firm of Wachtell, Lipton, Rosen & Katz specializing in advising on mergers and acquisitions and matters affecting corporate policy and strategy. Lipton was a good student and hoped to study the humanities in . 31Lucian A. Bebchuk, Toward Undistorted Choice & Equal Treatment in Corporate Takeovers, 98 Harv. Connections Married Martin Lipton, February 17, 1982. Lipton then joined the small but distinguished business law firm of Seligson, Morris & Neuberger, where he had worked as a summer intern before his Columbia Fellowship.