The defensive arsenal available to targets was limited, and unattractive. He graduated from Jersey Preparatory School in 1948. Under the City Takeover Code (which was not even official government policy but which all participants in the U.K. adhered to). $25 per post at a $5/CPM. 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. Lipton was a good student and hoped to study the humanities in . 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. Connections Married Martin Lipton, February 17, 1982. The nearest subway station to Susan And Martin Lipton Hall (Valpo) in Manhattan is a 14 min walk away. Enter Alta, co-founded by Son Ca Vu WG16, which makes it possible for anyone to build a mobile app. 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. II. at 857.54Gilson, 33 Stan. . 2570 Beverly Dr Ste 100, Aurora, Illinois, 60502, United States. Law. 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. 19 Pearlman, 75 Bus. 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. Recently, there has been much confusion and misinformation about (1) environmental, social, and governance (ESG) considerations, (2) the ways in which companies, boards, asset managers, investment funds, and other market participants can, do, and should factor such considerations into their decision-making processes, and (3) the need for companies to consider, balance, advance, and . This Essay is part of our Forum: The American Corporation is in CrisisLet's Rethink It 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. Lawyers who advise on similar deals, including the prodigious Martin Lipton, inventor of . 3Slater, Partner for Life, at 30. Law. martin lipton daughter. In 1979 Lipton authored "Takeover Bids in the Target's Boardroom",[17] the seminal article advocating the right of a board of directors to take into account the interests of all the constituencies of the corporation, a position adopted by the Delaware Supreme Court in 1985, and in more than thirty other states by statute or judicial decision and in the Companies Act 2006 of Great Britain. Though still unconfirmed, it is possible that the new name refers to chairman of the Board of Trustees, Martin Lipton although the possibility remains that the name refers to another person by the name of Lipton. That was especially so in terms of the idea that corporations value to society could not be reduced solely to how much profit they delivered to their stockholders. By Martin Lipton. 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. 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. I guess we also just didnt want to have a situation where people thought they were working for us rather than that they were part of a family.7 Or as he put it another time, Basically, the firm was a group of friends joining together and we did not view it as a business. . Alumni meet with a Wharton marketing guru, discuss smart uses for artificial intelligence, and get together for the 55th Wharton Global Forum. Can computed tomography improve outcomes in acute coronary syndrome? We had two dozen people and we were all friends. 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). As we look to the future of the furniture industry, we recognize the importance of the role we play in changing consumer mind-sets around used furniture. Family members can then log on and add descriptions. 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. Martin Lipton was born on June 22, 1931 in Jersey City, New Jersey, where he grew up. She then spent 10 years as an investment banker, at Goldman Sachs and then L.F. Rothschild, Unterberg, Towbin. at 121-23. But, unlike the typical article, this one caused a firestorm among legal practitioners, and business and law school professors. They had remained friends with their law school confrere, Herb Wachtell, and had regularly referred litigation matters to him. 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. Over a nine-month period in 1974, Wachtell Lipton successfully represented Loews Corporation in its tender offer for CNA, establishing the firm in the takeover arena. Martin Lipton and his law firm operate at the highest levels of craftsmanship. 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. Law. Eventually, American Express, which had been advised by Joe Flom and Morgan Stanley, gave up without purchasing any shares. Most observers believed the Loews tender offer would fail. 16, 2010). A dozen years ago, investor and entrepreneur Marc Andreessen described software as eating the world. Today, the same might be said of mobile apps. Litigators, Trials 5 Litigation Lessons From Joe Jamail's Trial Strategy In. 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). The dorm has been named Hayden Hall since 1957. 2 Dan Slater, Partner for Life, N.Y.U. 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 While the FRC codes are "comply and explain," they fundamentally [] Wachtell Lipton is far less dependent than Skadden, Arps is on tender offers for its income. Wachtell Lipton then embarked on a wide-ranging defense strategy, which involved using the media to cast American Expresss motives in a bad light and to make plain what the bids implications were for McGraw-Hills employees and customers. 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 . 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. 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. 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. L. Rev. With this expansion, anyone can easily participate in a circular economy, says Fagiri, who serves as AptDecos CEO. at 1713 (By 1979, I was if not 100 percent, 99.9 percent involved in defending against hostile takeovers.).20 Martin Lipton, Takeover Bids in the Targets Boardroom, 35 Bus. She also appeared in 1997's The Postman starring Kevin Costner. 2009 Aug; 70(8):459-63. Lipton there catalogued the judicial authorities and commentators that had aligned with the Takeover Bids position: As doubtless expected, Takeover Bids drew considerable critiqueboth promptly and in the debate of its core ideas that has continued unrelentingly. 101 (1979).21 Lipton, Remarks at the Memorial Service for Harold W. McGraw, Jr., at 6; Slater, The Titans of Takeover, at 157; Living Legends: Martin Lipton Meets Andrew Ross Sorkin (Introduced by Chancellor Leo Strine), 14 M&A J. L. Rev. Law. Liked by Martin Lipton Join now to see all activity Experience The Sun 8 years 5 months Chief Sports Reporter Apr 2018 - Present5 years 1 month Deputy Head of Sport Content Dec 2014 - Apr 20183. Konen Insurance Agency. 819 (1981).48Gilson, 33 Stan. In 1976, Lipton authored "Corporate Takeovers: Tender Offers and Freezeouts" (American Bar Association, National Institute on Corporate Takeovers). 4Slater, Partner for Life, at 29. [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 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. But he and his target-side clients had a more market-based problem. As of May 2022, AboveBoard had raised $6 million in seed funding and reported 30,000 approved members and 1,300 companies using the website. at 819-20.50Gilson, 33 Stan. 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. Back in California, I realized these traditional healing foods were hard to find, says Khole, who, with co-founder Mihir Korke WG12, launched Sanchi, a crispy plant-based snack sourced from three powerhouse ancient beans originating from regenerative farms. at 103-04.25Lipton, 35 Bus. . Protecting employees who had had given years to the company, preserving a legacy of quality for consumers, and honoring commitments to corporate communities struck Lipton as entirely proper goals when responding to a takeover. 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. One of these engagements was to change his practice, and his thinking about takeover law, in a profound way. In June 1976, New York magazine depicted Lipton and fellow attorney Joe Flom as bitter rivals in corporate takeover battles. Niles wanted to groom Lipton to join the NYU faculty, and arranged a post-graduate fellowship for Lipton to study under the legendary Professor Adolf Berle at Columbia Law School. Were building what we believe is the future of last-mile logistics, says Torrey. Born in 1933, Quincy has amassed 28 Grammys during his incredible career. That feature of the practice grew even more as Wachtell Liptons relationship with Goldman Sachs, the leading M&A defense investment bank, deepened. Martin Lipton Retweeted. Mr. Lipton is a member of the Executive Committee of the Partnership for New York City and served as its Co-Chair (2004-2006). 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. All rights reserved. Trustee, president Jewish Communal Fund, 1992-1997. Dec 26, 2022. . 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. Throughout their decades . "We are. But now Ratcliffe is ready to make an offer likely to infuriate United fans who are . 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. 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. The obvious and inherent conflict of interest between management and shareholders, Gilson posited, led to corporate laws resolution of the conflict by focusing on managements motive in defeating the tender offer; that approach (he argued) is inadequate not only because of the uncertainties of motivational analysis, but because it fails to address the structural question of whether management should be able to act at all.49 Gilsons construct was that as a general principle shareholders must make tender offer decisions.50 In Gilsons view, the tender offer was the critical mechanism through which the corporate structure imposes constraints on certain forms of managerial self-dealing, while management-adopted defensive tactics could make tender offers impossiblewhich (in his view) was flatly inconsistent with the structure of the corporation.51 Gilsons conclusion: Defensive tactics, because they alter the allocation of tender offer responsibility between management and shareholders contemplated by [the structure of the modern corporation], are inappropriate.52. . Employers can post job listings on AboveBoard and immediately reach a diverse group of candidates. We had a dozen people and we were all friends. Fans can also purchase Creator Tokens that score them access to exclusive features such as jam sessions, personal training, and Cameo-style shout-outs. The news was confirmed by her two daughters Kidada and Rashida Jones (star of TV's "The Office" and "Parks and Recreation"), from Lipton's 15-year marriage to music producer Quincy Jones. YOU HAVE 10,000 FOLLOWERS: 6Martin Lipton, Collected Quotations (2021).7Hoffer Kaback, Martin Lipton: For the Defense, Directors & Boards, Summer 1999. By Jim Rutenberg, Jo Becker, Eric Lipton, Maggie Haberman, Jonathan Martin, . at 876.51Gilson, 33 Stan. Wachtell Lipton a charter member (along with long-time rival Skadden, Arps, Law. 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. 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 .
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