. McGraw-Hill would shock the business world for spurning American Expresss initial offer of $830 million and calling it illegal, unsolicited, and improper. Lipton served for two years as Judge Edward Weinfelds clerk before joining the Seligson, Morris & Neuburger firm, where his law school friends Len Rosen and George Katz already had jobs. This is a digitized version of an article from The Timess print archive, before the start of online publication in 1996. Martin Lipton currently lives in Doral, FL; in the past Martin has also lived in South Miami FL and Miami FL. Martin Lipton at the Editor-in-Chiefs desk at the Law Review. Its always been a team effort, but we all know that Marty has always been first among equals.9, Lipton grew the firm based on his valuesa firm that was based on mutual trust, a commitment to professional excellence, and thought leadership. This experience defending McGraw was inspirational in another key way. 35Lipton, 36 Bus. 20, 2014); Pearlman, 75 Bus. at 116-17. When Lipton entered NYU in autumn 1952, the law school building had been named Vanderbilt Hall after the former Dean. L. Rev. This post is based on his Wachtell Lipton memorandum. 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. By firm tradition, the partnership vote. $25 per post at a $5/CPM. [6] In October 2015, Lipton retired as Chairman when his term ended. Otherwise, Executives, employees, customers, suppliers and others dependent on doing business with the company would have no assurance of continuity.26, Lipton also relied on real world data to attempt to buttress his argument. And so on. 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. Joseph Flom (left) and Martin Lipton (Right). The exigencies and pressures of a takeover battle are such that it is desirable to avoid proliferation of committees, counsel and investment bankers. (This year, the rate is $22,500.) at 108.29Lipton, 35 Bus. 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. 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. L. Rev. Merger, One University and, for Now, Two Teams", "Task Force on Commercial Litigation in the 21st Century", "Lipton, Jones, and Cosby Honored by Brennan Center", "The Legal Aid Society's Annual Awards Dinner - Previous Honorees", Wachtells Martin Lipton Pens Another Attack of the Killer Hedge Funds Memo, Martin Liptons Latest Client Memo Wrongheaded, Columnist Says, https://en.wikipedia.org/w/index.php?title=Martin_Lipton&oldid=1147948788, Wharton School of the University of Pennsylvania alumni, Articles with dead external links from April 2023, Creative Commons Attribution-ShareAlike License 3.0, This page was last edited on 3 April 2023, at 05:44. 10 Slater, The Titans of Takeover, at 152. 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. Many of the available tools that targets deployed had a we had to burn the village to save it quality, in which the target would engage in some different form of leveraging or busting up the company than the original bidder proposed, or simply sold the company to another higher bidder. For a more complete overview, see the introduction to the collection of Liptons articles and memos at the archive section on this site. 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 . In what would be an issue he would have to confront more directly in coming years, Lipton was equivocal, if indeed not skeptical, that a corporate board could block a takeover bid solely because the board thought the price was too low and not because there was some other threat to a corporate stakeholders, such as its workers or consumers, stating: Where the only issue in a tender offer is price, our present legal structure permits a raider, after compliance with the applicable federal and state laws, to short-circuit acceptance by the directors of the target and to make its offer directly to the shareholders of the target. L. Rev. Law. Liptons increasing prominence as a result of the Pepsi-Cola General Bottlers matter and his growing voice, through his memos, lectures, and leadership in making M&A and securities law a major focus of important conferences of lawyers and scholars, led to Wachtell Lipton gaining a larger share of the expanding M&A field. Even if there were no empirical evidence that refuted the argument that shareholders almost always benefit from a takeover (as noted below, the empirical evidence is to the contrary) and even if there were no real evidence, but only suspicion, that proscribing the ability of companies to defend against takeovers would adversely affect long-term planning and thereby jeopardize the economy, the policy considerations in favor of not jeopardizing the economy are so strong that not even a remote risk is acceptable.23. 31Lucian A. Bebchuk, Toward Undistorted Choice & Equal Treatment in Corporate Takeovers, 98 Harv. His mother, Fannie, concentrated on raising Marty and the home front, and his father, Samuel Lipton, was the manager of a lingerie manufacturing plant owned by his brother. . 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. Law. at 1183-84.40Easterbrook & Fischel, 94 Harv. 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. 11 Slater, The Titans of Takeover, at 153.12 Slater, The Titans of Takeover, at 152. In 2007 they represented the Board of Directors of Home Depot Inc. that gave its departing boss a $210 million payout. Field-tested in India, Uganda, Madagascar, and Kenya, Detoxyfis wood-based water filtration devices offer an affordable and accessible alternative to name brands such as Brita and Soma. 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. Mag., Fall 2013, at 30. After the loss of a loved one, assessing the value of a home is a common part of the healing process. Martin Lipton, founding partner of Wachtell, Lipton, Rosen & Katz, addressed the 2017 fall meeting of The Conference Board Governance Center. The defensive arsenal available to targets was limited, and unattractive. Konen Insurance Agency. Many women suffer silently through reproductive challenges an issue that stems from a long history of a lack of resources and conversational acceptance. 3Slater, Partner for Life, at 30. Punit Soni WG07 created Suki a Siri for health care to lighten the administrative load so doctors can be more present for their patients. Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. All rights reserved. Law. believe that once the raider gets control it will probably move to obtain 100% ownership and it is unlikely that they will be able to realize any more for their shares than the takeover price; desire to avoid a loss of market liquidity; believe that the raider is not a good manager; desire not to be a minority shareholder in a controlled company; fear poor treatment on a second step freeze out by the raider; Management (usually with the help of investment bankers and outside legal counsel) should make a full presentation of all of the factors relevant to the consideration by the directors of the takeover bid, including: historical financial results and present financial condition; projections for the next two to five years and the ability to fund related capital expenditures; business plans, status of research and development and new product prospects; market or replacement value of the assets; timing of a sale; can a better price be obtained later; stock market information such as historical and comparative price earnings ratios, historical market prices and relationship to the overall market, and comparative premiums for sale of control; impact on employees, customers, suppliers and others that have a relationship with the target; any antitrust and other legal and regulatory issues that are raised by the offer; and. 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 . Reham Fagiri WG12 co-founded AptDeco in 2014 to make online furniture resale in the New York City region affordable, accessible, and environmentally friendly. Calaxy is an open social marketplace where athletes, celebrities, fans, and content creators can connect virtually. While still controversial, the tactic was ruled legal in 1985. Anyone can read what you share. He is an Emeritus Chairman of Prep for Prep, having served as Chairman from 1990 to 2002 and a member of the American Academy of Arts & Sciences, and a Chevalier de la Lgion d'Honneur. Terry Zeller. at 865.58Hoffer Kaback, Martin Lipton: For the Defense, Directors & Boards, Summer 1999.59Robert Slater, Mercenaries of the Takeover Game: Joseph Flom & Martin Lipton, in The Titans of Takeover 145, 157 (1987). at 848.53Gilson, 33 Stan. . He graduated from Duke University and received a J.D. It is reasonable for the directors of a target to reject a takeover on any one of the following grounds: adverse impact on constituencies other than the shareholders; failure to provide equally for all shareholders; and. Like Skadden, Wachtell Lipton was willing to help clients, either on the defense or insurgent front, in these contests, at a time when more venerable New York firms were not. L. Rev. Takeover Bids also treated, and rejected, the view that stockholder acceptance of a tender offer was a reliable barometer of the offers merits, owing to the special dynamics of a tender offer:29. I felt I was involved in a processthat was not good for the economy, not good for the people involved, and I developed a very, very strong bias against doing bust-up deals. For a recent recollection of Lipton about this time in his life,see Jessica C. Pearlman, Interview with Marty Lipton, 75 Bus. martin lipton daughter. (June 21, 1976), 52-61; see also, Pearlman, 75 Bus. On MENTOR dna, Pierce interviews her C-suite friends on topics such as when to take calculated risks and the patience needed to build a company. 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. L. Rev. Harold McGraw (pictured above) convinced the firm to take on the defense of the company that bore his familys name. [25][26] Since 1985 Lipton has been on each list of the National Law Journal of the 100 Most Influential Lawyers in America. Keywords Last Name Institution . 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. 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. Edward Rock, the Martin Lipton Professor of Law, is the co-director of the Institute for Corporate Governance & Finance.His main areas of teaching and research are corporate law and corporate governance. 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. Nemu won the Ashton Family Award for Female Founders in the 2022 Venture Lab Startup Challenge. at 115. His mother, Fannie, concentrated on raising Marty and the home front, and his father, Samuel Lipton, was the manager of a lingerie manufacturing plant owned by his brother. Lipton loved the study of law and excelled at NYU, being selected as editor-in-chief of the Law Review, and earning a coveted Root-Tilden Scholarship, which had been designed as part of the plans of Vanderbilt and his successor, Dean Russell Niles, to attract outstanding students from all around the United States to NYU Law School. Whether for dating, shopping, or networking, most of us spend hours on our phones. Berle was the author of the iconic 1932 book, The Modern Corporation and Private Property, and numerous other important publications on the role of corporations in society, and one of the Brain Trusters who helped President Roosevelt develop and implement the New Deal. The bridegroom, 25, is an associate in the New York law firm of Simpson, Thacher & Bartlett. I thought what Id really like to be is a lawyer.2 Intrigued by the law, Lipton put in a late application to the then emerging School of Law at New York University, in part because its recent Dean had been Arthur T. Vanderbilt, who had become the Chief Justice of Liptons home state, New Jersey.3. 101 (1979), was a ground-breaking statement of the case for takeover defense by target company boards of directors. Now, AptDeco is expanding with its launch of national shipping and is the only end-to-end marketplace that accepts all kinds of furniture resale items, from futons to rugs to floor lamps. Quincy Jones is a famous American pop music composer, producer and songwriter. Wachtell Lipton a charter member (along with long-time rival Skadden, Arps, An inaugural member of the Amazon Web Services Impact Accelerator for Women Founders, Alta requires no prior coding experience. at 105.24Lipton, 35 Bus. They had remained friends with their law school confrere, Herb Wachtell, and had regularly referred litigation matters to him. $35 per post at $7/CPM. [6][14][15] In addition in 2013 NYU completed the merger of Polytechnic University to create the NYU Polytechnic School of Engineering.[16]. As a matter of lawyering, its absolutely brilliant, Stanford University Law Professor Ronald Gilson told Legal Affairs. Recognizing the potential for conflicts between managements self-interest in preserving the independence of a target company and the directors decision to accept or reject a takeover bid, Lipton advocated the following best practices: In this section of the article, Lipton began to embrace a more assertive role for independent directors and advisors. To that end, Lipton attended and graduated from the Wharton School of Business at the University of Pennsylvania in 1952. Published by at 14 Marta, 2021. Lipton also had recurring roles on such shows as Popular, Alias and Crash. . 819 (1981).48Gilson, 33 Stan. L. Rev. During the period he studied with Berle, Berle encouraged Lipton to write his thesis on the growing power of institutional investors, a subject generations ahead of most scholars times and a topic that was to become central to Liptons later career and thinking. 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. The shareholders then have the power, independent of the directors, to determine whether or not to accept the offer. Martin Lipton is 60 years old today because Martin's birthday is on 05/26/1962. ))16 Beneficial Ownership, Takeover and Acquisitions by Foreign and Domestic Persons, at 183. 1161, 1164 (1981).37Easterbrook & Fischel, 94 Harv. 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. Angela Martin was born on November 11, 1974, in Dayton, Ohio. Rather than forcing directors to consider only the short-term interests of certain shareholders, national policy requires that directors also consider the long-term interests of the shareholders and the company as a business enterprise with all of its constituencies in addition to the short-term and institutional shareholders.32. At the end of 1978, Lipton and Wachtell Lipton then took on a matter that would profoundly change his perspective on hostile takeovers, and corporate law more broadly. One of these engagements was to change his practice, and his thinking about takeover law, in a profound way. $50 per post at $10/CPM. Lipton was a good student and hoped to study the humanities in . Lipton urged the board to dilute Pickens stock purchases by the flooding the market with new shares. The rivals, in fact, were friends and met periodically for many years to have breakfast together. Susan Lytle Lipton LL.M. Lipton is Chairman of the Board of Trustees of New York University, a Trustee of the New York University School of Law (Chairman 1988-1998), an emeritus . As a subscriber, you have 10 gift articles to give each month. Basically, the firm was a group of friends joining together and we did not view it as a business. Marty Lipton Of Wachtell Lipton: Age 85 And Still Going Strong David Lat Early birthday wishes to Marty Lipton! In June 1976, New York magazine depicted Lipton and fellow attorney Joe Flom as bitter rivals in corporate takeover battles. doubt as to quality of the raiders securities in an exchange offer. . Near the end of Liptons clerkship, Dean Niles recommended that he spend a couple of years at a law firm specializing in corporate law, the field that most interested Lipton, so that he could round out his experience before a career in teaching. Last year, the firm raised nearly $40 million; it has expanded from Philadelphia to Atlanta, Miami, and Washington, DC. 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 . 1952 . Throughout his illustrious career, Lipton has been instrumental in the continued growth of NYU and has used his talents to navigate New . Abstract. Says Soni: The mission is to make health-care tech assistive and invisible, so that clinicians can do what they really love doing and are trained to do, which is clinical care. Bloomberg recently reported that the startup is valued at $400 million.
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