In 1964, Rosen and Lipton asked another NYU law friend, George Katz, to leave his firm and join them at the Seligson firm as a partner. at 876.51Gilson, 33 Stan. McGraw-Hill must not lose its independence.18. Law. Thats the ethos behind Detoxyfi, a startup founded by Dhananjay Goel WG22. at 116-17. 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. Using the threat of the poison pill (a term not coined until the next year), El Paso negotiated its sale to the hostile suitor from a position of strength. Martin Lipton, founding partner of Wachtell, Lipton, Rosen & Katz, addressed the 2017 fall meeting of The Conference Board Governance Center. 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. at 1201.38Easterbrook & Fischel, 94 Harv. While speaking at the Reuters Investment Banking Summit in New York he asserted, Most of the high executive compensation has stemmed from the equity incentive plans and theres no way in which they could have created that compensation unless the company prospered and the equity appreciated. Lipton and his firm have won some massive and controversial settlements. "[18] In 1992 Lipton served on the Subcouncil on Corporate Governance and Financial Markets of the United States Competitiveness Policy Council which resulted in his co-authoring with his fellow member of the Subcouncil, Jay Lorsch of Harvard Business School, an article "A Modest Proposal for Improved Corporate Governance",[19] which became the template for much of the basic corporate governance principles that were adopted in the 1990s. Correct decision by Andy Madley to ignore VAR recommendation and award #FulhamFC 2nd goal at #CrystalPalace - accidental handball by Mitrovic, who did not score himself. As a subscriber, you have 10 gift articles to give each month. The bridegroom, 25, is an associate in the New York law firm of Simpson, Thacher & Bartlett. Katherine Bryce Lipton, a daughter of Jane Bryce Lipton and Martin Lipton, both of New York, was married last evening at the Pierre to Steven Rod Chabinsky, a son of Mr. and Mrs. Stanley Chabinsky of the Bronx. Lipton was reluctant because his small firm of lawyers was exhausted and had even scheduled two weeks of time off for everyone at the firm. When the Seligson firm dissolved in December of 1964, Lipton, Rosen, and Katz decided to form their own law firm. CNN . Her father, played by Bill Murray, gives her advice based on his own, outdated view of . at 104 n.10. 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. L. Rev. 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. Infusing a shared love of quality food and healthy lifestyles, Olivia Chen G05 WG05 and Pauline Ang are displaying their Asian-American heritage to the world as co-founders of Twrl Milk Tea. The memos kept readers abreast of key developments in securities and corporate law, and over time, increasingly contained Liptons views on the best corporate practices for addressing important issues. He graduated from Jersey Preparatory School in 1948. Family members can then log on and add descriptions. 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. Enter Alta, co-founded by Son Ca Vu WG16, which makes it possible for anyone to build a mobile app. YOU HAVE 10,000 FOLLOWERS: Were building what we believe is the future of last-mile logistics, says Torrey. Harold M. Williams, Chairman of the S.E.C., Tender Offers and the Corporate Directors (Jan. 17, 1980) (albeit requiring a special committee of directors in every case). II. Around the end of the 1960s, Lipton hit on what was then a novel way of communicating his thoughts that became a hit with clients, other lawyers, influential corporate advisors like investment banks, and eventually policy leaders, a way integral and important to his practice and thought leadership over the rest of his career. L. Rev. Wharton guests have included Dan Beldy WG98, a partner at Canapi Ventures and former Navy fighter pilot, as well as marketing professor Peter Fader, who turned the tables and interviewed Pierce. In one, General American Oil was defending itself against a bid by corporate raider T. Boone Pickens. 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. His tenacious tactics established . Lipton developed the idea for the poison pill defense during two 1982 hostile takeover battles in Texas. at 1190.41Easterbrook & Fischel, 94 Harv. [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. And so on. Writing at a point in time when takeover activity was accelerating but judicial treatment of the proper role of target directors was nascent, Lipton framed the subject in elemental terms: It would not be unfair to pose the policy issue as: Whether the long-term interests of the nations corporate system and economy should be jeopardized in order to benefit speculators interested not in the vitality and continued existence of the business enterprise in which they have bought shares, but only in a quick profit on the sale of those shares? [11], In 1979, Lipton was asked to take a leave of absence from Wachtell Lipton and voluntarily serve as special counsel to the Energy Department, and then in 1980 to serve as the acting first general counsel of the Synthetic Fuels Corporation. at 1749-50.45Frank H. Easterbrook & Daniel R. Fischel, When Shareholders Become the Victims, N.Y. Times, July 12, 1981, https://www.nytimes.com/1981/07/12/business/business-forum-when-shareholders-become-the-victims.html.46Martin Lipton, Boards Must Resist, N.Y. Times, Aug. 9, 1981.47Ronald J. Gilson, A Structural Approach to Corporations: The Case Against Defensive Tactics in Tender Offers, 33 Stan. 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. Konen Insurance Agency is part of the Insurance industry, and located in Illinois, United States. In 1965 Herb Wachtell, Martin Lipton, Leonard Rosen and George Katz, former colleagues at NYU, founded a new law firm, with an old-fashioned partnership model. Mag. . A Lifetime Of Community And Public Service, https://www.nytimes.com/1981/07/12/business/business-forum-when-shareholders-become-the-victims.html. I strongly believe that anyone who knows PowerPoint and Excel can build an app, says Vu. 1161, 1164 (1981).37Easterbrook & Fischel, 94 Harv. $50 per post at $10/CPM. And we had been researching this issue for years. Lipton himself used his firm memos, articles, speeches, and testimony before regulators to express concern about impediments to tender offers, and put out guidance for bidders explaining the techniques most likely to help them successfully acquire their targets.14 In fact, Liptons view at this early time was that if the federal government took action, along the lines of the rules in the London City Takeover Codewhich required all-shares bids and equal treatment of all investorsthen takeover defenses under state law should be preempted as interfering with the right to make a tender offer under the Williams Act, and that corporate boards and management should be chary about opposing offers to their stockholders without a strong reason to do so.15 In general, Lipton was skeptical in this period about management efforts to impede all-shares tenders offers, believing that with the help of arbitrageurs, who he had been representing for several years, and other market players, ordinary stockholders could make good decisions and that arbitrageurs would take the worst risks.16 Building on his deep M&A experience, in 1976, Lipton co-authored a detailed treatise on M&A law for the American Bar Associations National Institute on Takeovers, a work that was eventually published as Takeovers and Freezeouts in 1978.17. Connections Married Martin Lipton, February 17, 1982. 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. He graduated from Duke University and received a J.D. Published by at 14 Marta, 2021. (This year, the rate is $22,500.) 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. Perhaps the most notable early voices on the opposite side of the debate were then-Professors Frank Easterbrook and Daniel Fischel, who argued in response to Lipton that current legal rules allowing the targets management to engage in defensive tactics in response to a tender offer decrease shareholders welfare.36 Easterbrook and Fischel urged that the proper management response to an unsolicited tender offer was passivity: management should not propose antitakeover charter or bylaw amendments, file suits against the offeror, acquire a competitor of the offeror in order to create an antitrust obstacle to the tender offer,37 buy or sell shares in order to make the offer more costly, give away to some potential white knight valuable corporate information that might call forth a competing bid, or initiate any other defensive tactic to defeat a tender offer. Their conclusion: shareholders welfare is maximized by an externally imposed legal rule severely limiting the ability of managers to resist a tender offer even if the purpose of resistance is to trigger a bidding contest.38 Responding directly to some of the points advanced in Takeover Bids, Easterbrook and Fischel argued that Lipton was simply wrong in concluding that takeovers injure the long-term interests of the corporate system and economy since (they asserted) a successful long-term plan will be reflected in higher share prices that discourage takeovers.39 More fundamentally, they challenged Liptons premise of a targets duty to consider the interests of noninvestor groups such as employees, customers, creditors, and the community in general as deeply flawedcontending that because [t]akeovers improve economic efficiency and that improvement usually enhances the position of those who deal with the firm.40 Liptons approach, the then-professors argued, amounts to rejection of the idea that agents (managers) are accountable to their principals (shareholders); and by allowing management to sacrifice shareholder interest to those of noninvestor groups, far more than the separation of ownership and control or any other characteristic of the modern corporation, would greatly prejudice shareholders by decreasing the incentive of management to act in their best interest.41, In a follow-up writing in the Business Lawyer, Easterbrook and Fischel elaborated on their critique of Liptons position.42 There they identify the source of their differences as springing from the treatment of fundamental economic issuesnamely, their views that Lipton was wrong in contending that his approach was in the shareholders interests. at 865.57Gilson, 33 Stan. 1693 (1985).32Lipton, 35 Bus. Law. Most observers believed the Loews tender offer would fail. The target will be best served if it is advised by one investment banker and one outside law firm. Last year, the firm raised nearly $40 million; it has expanded from Philadelphia to Atlanta, Miami, and Washington, DC. at 845.52Gilson, 33 Stan. [21] Lipton is a Member of the Executive Committee of the Partnership for New York City and served as its Co-Chair (20042006). 1709, 1709-11 (2020). Law. By Martin Lipton, David M. Silk and Carmen X.W. In it, Lipton marshaled the legal and policy arguments in favor of the authority of boards of directors to reject and actively oppose unsolicited takeover bids. Law. . The Formative Years. 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. 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. The contest received high-profile media coverage, and resulted in major companies and investment banks looking to Lipton and his firm for advice on takeover matters. But now Ratcliffe is ready to make an offer likely to infuriate United fans who are . 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. at 1017-23.36Frank H. Easterbrook & Daniel R. Fischel, The Proper Role of a Targets Management in Responding to a Tender Offer, 94 Harv. Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. Punit Soni WG07 created Suki a Siri for health care to lighten the administrative load so doctors can be more present for their patients. 13 Steven Brill, Two Tough Lawyers in the Tender-Offer Game, N.Y. Mag. 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 . Lipton was a good student and hoped to study the humanities in college.1 But, his father encouraged him instead to study business. Nonetheless, Lipton has been increasingly involved in tender fights and enjoys the distinction of having won the most grueling fight of allin which Loews finally took over CNA in a battle that lasted nine months and was complicated by six state insurance statutes and a bitter political and publicity fight waged by a CNA management that simply wouldnt let go.13. Nemu won the Ashton Family Award for Female Founders in the 2022 Venture Lab Startup Challenge. The defensive arsenal available to targets was limited, and unattractive. One of these engagements was to change his practice, and his thinking about takeover law, in a profound way. 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. $35 per post at $7/CPM. But, Dean Niles had also encouraged Lipton to round out his preparation for a career in academia with a few years of practical experience. 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. Martin Lipton has been working as a Personal Lines Account Manager at Konen Insurance Agency for 6 years. Not surprisingly, the controversy ignited by Liptons Takeover Bids over the proper scope of defensive tactics, and the proper legal and judicial response, continued for yearsas it was not until 1985 that the question came to decision by the Delaware Supreme Court in the trio of Unocal, Moran, and Revlon. L. Rev. In his 50 or so articles, he has written about poison pills, politics and corporate law, hedge funds, corporate voting, proxy access, corporate federalism and mergers and acquisitions, among . He said he considers the poison pill to be the most significant piece of corporate legal artistry in the 20th century. Martin Lipton currently lives in Doral, FL; in the past Martin has also lived in South Miami FL and Miami FL. 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. He thought all of these critical attributes would be lost by an American Express takeover . The group's executive director was Ms. Kremer's daughter, Kylie Jane Kremer, who recently worked on Sean Hannity . 5Martin Lipton, My 64 Years at NYU 1952-2016 1 (2016). 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. Sir Jim Ratcliffe and his Ineos group had been looking at buying the Glazers' 69 per cent stake in the Old Trafford club. Martin Lipton 305- 513-0705 Secure Windows & Doors is owned & operated by Martin Lipton who has been in this business since the age of seventeen.Sec. The longtime lovebirds have been together since 1983 and are the doting mom and dad of their four kids, Oliver Hudson , Kate Hudson , Boston Russell and Wyatt Russell. University of Pennsylvania, B.S. The cost is nil; the value, high. Throughout their decades . 19 Pearlman, 75 Bus. That point made, the case for takeover defense was based on the more fundamental level of the necessity of long-term planning and consideration of all the corporations constituencies: Even in the face of such an ad hoc consortium, the necessity from technological, social and economic standpoints for long-term planning by business requires a policy decision in favor of not mandating decisions that ignore or penalize long-term planning. L. Rev. When Lipton entered NYU in autumn 1952, the law school building had been named Vanderbilt Hall after the former Dean. THE Glazer family will be offered a deal to stay on at Manchester United by Britain's richest man. L. Rev. at 105.24Lipton, 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 [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. . This is how the first page of Liptons influential article, Takeover Bids in the Targets Boardroom, appeared when it came out in the Business Lawyer in 1979. Lipton then employed another version in the defense of El Paso Company. As Wachtell Lipton became intensively involved in coming up with creative techniques for addressing legally novel situations, the firm viewed it as unwise to take on matters where loyalty to the bidder-client might require arguing that actions the firm had recommended might be invalid under statute or be found a breach of fiduciary duty. Primarily, because price is rarely the only issue.33. All you could get was being a registered rep or salesman of one kind or another. 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. 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. 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. Despite Mr. Lipton's achievements, "he is still a real lawyer," said H. Rodgin Cohen . As he put it, You didnt just walk into an investment bank and say, I want to be an associate, as you do now. There werent these great jobs for aspiring bankers. 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. After being selected for Law Review, Lipton met his future partners Herbert Wachtell, Leonard Rosen, and George Katz, who were law review editors in the year ahead of him.4 In fact, as Lipton recalled it, My friendship with Herb got off to a rocky start when he took the first note I wrote for the Law Review and completely rewrote it on his typewriter amidst a constant stream of criticism. 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). 8, 2016); see also Pearlman, 75 Bus. More details Lipton also had recurring roles on such shows as Popular, Alias and Crash. The Twin Peaks actress died from cancer on May 11 at the age of 72. Lipton urged the board to dilute Pickens stock purchases by the flooding the market with new shares. [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. Law. Sarah Powers WG23 created Nemu to divide personal belongings among family members in a way that brings everyone into the process, managing those transfers efficiently, fairly, and transparently. Powers developed a unique algorithm for asset allocation with former Wharton professor Clayton Featherstone, allowing users to take videos of their property before the Nemu team catalogs and organizes everything on the app. 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. 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. For Harold it was not about money. Actress Peggy Lipton puts her arm around the shoulders of music producer Quincy Jones as he talks to another woman at Dean Martin's home in Bel Air,. See also Memo: Untitled (Mar. As to Takeover Bids claim that target shareholders benefit from management discretion to block takeover bids, Gilson responded that Liptons analysis failed to account for general price movements or to discount future value to present values, and that other more careful empirical studies were flatly inconsistent with Liptons conclusions.53 But more importantly, Gilsons rejoinder was that [c]apital market theory teaches that the market is the best unbiased estimate of the value of a corporations stock.54 And as to the contrary argument justifying defensive tactics by responsiveness to nonshareholder constituencies, Gilson argued that social responsibility actions are a specialized class of suboptimization by management that courts cannot effectively regulate and which the structure of the corporation relies upon the tender offer process to control.55 In short: there is nothing about managements social judgments which renders them more sacrosanct than managements business judgments.56 Managements proper function, in Gilsons construct, would be limited to aiding the shareholders in making the tender offer decisionpassing information, and also a bargaining role in looking for a white knight (a departure from the total passivity role advocated by Easterbrook and Fischel). Instead, milkmen delivered dairy in reusable glass bottles. To preserve these articles as they originally appeared, The Times does not alter, edit or update them. The rivals, in fact, were friends and met periodically for many years to have breakfast together. From 19581978 he taught courses on Federal Regulation of Securities and Corporation Law as a lecturer and adjunct professor of law at New York University School of Law. The shareholders then have the power, independent of the directors, to determine whether or not to accept the offer. Mrs. Chabinsky, 25 years old, graduated from Mount Holyoke College and expects to receive a law degree in May from the University of Pennsylvania. The dorm has been named Hayden Hall since 1957. Essentially what we are talking about is if the management of a corporation is not doing a good job, the company is under valued at the market or the assets of the company are not being profitably employed, the company becomes vulnerable to takeover by tender offer [I]t is quite obvious from the current popularity of cash tender offers that this is a means of acquisition of control of other companies that is acceptable.).
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