Martin Lipton
Encyclopedia
Martin Lipton is an American lawyer. 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. He has written and lectured extensively on these subjects. Martin Lipton was Editor-in-Chief of the New York University Law Review
(1954–1955), and from 1958–1978 Lipton 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
.
, National Institute on Corporate Takeovers). Since 1976, Lipton has been a member of the Board of Trustees of New York University
; since 1998, he has been Chairman of the Board of Trustees of New York University
. Since 1972, Lipton has been a trustee of the New York University School of Law
(Chairman 1988–1998). Lipton is a member of the Council of the American Law Institute
, and a director of the Institute of Judicial Administration.
In 1979 Lipton authored “Takeover Bids in the Target’s Boardroom”, 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
. Lipton served as special counsel to the City of New York in connection with the fiscal crisis (1975–1977), as special counsel to the United States Department of Energy
(1979–1980) and as Acting General Counsel of the United States Synthetics Fuel Corporation when it was established in 1980.
In 1982 Lipton created the Shareholders 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." 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”, which became the template for much of the basic corporate governance
principles that were adopted in the 1990s. Lipton served as counsel to the New York Stock Exchange
Committee on Market Structure, Governance and Ownership (1999–2000), as counsel to, and member of, its Committee on Corporate Accountability and Listing Standards Corporate Governance
(2002) and as Chairman of its Legal Advisory Committee (2002–2004). Lipton is a Member of the Executive Committee of the Partnership for New York City and served as its Co-Chair (2004–2006).
Lipton has a B.Sc.
in Economics from the Wharton School of the University of Pennsylvania
and an L.L.B.
from the New York University School of Law
. He is a member of The American Academy of Arts & Sciences, a Trustee of The Economic Club of New York
, a member of the International Advisory Council of Guanghua School of Management of Peking University
and a Chevalier de la Légion d’Honneur
.
Wachtell, Lipton, Rosen & Katz
Wachtell, Lipton, Rosen & Katz is a prominent law firm located in New York City. Herbert Wachtell, Martin Lipton, Leonard Rosen, and George Katz founded the firm in 1965. All four were graduates of New York University School of Law...
specializing in advising major corporations on mergers and acquisitions
Mergers and acquisitions
Mergers and acquisitions refers to the aspect of corporate strategy, corporate finance and management dealing with the buying, selling, dividing and combining of different companies and similar entities that can help an enterprise grow rapidly in its sector or location of origin, or a new field or...
and matters affecting corporate policy and strategy. He has written and lectured extensively on these subjects. Martin Lipton was Editor-in-Chief of the New York University Law Review
NYU Law Review
The New York University Law Review is a law review edited and published by students at New York University School of Law.- Overview :The New York University Law Review was founded in 1924 as a collaborative effort between law students and members of the local bar...
(1954–1955), and from 1958–1978 Lipton 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
New York University School of Law
The New York University School of Law is the law school of New York University. Established in 1835, the school offers the J.D., LL.M., and J.S.D. degrees in law, and is located in Greenwich Village, in the New York City borough of Manhattan....
.
Career
In 1976, Lipton authored "Corporate Takeovers: Tender Offers and Freezeouts" (American Bar AssociationAmerican Bar Association
The American Bar Association , founded August 21, 1878, is a voluntary bar association of lawyers and law students, which is not specific to any jurisdiction in the United States. The ABA's most important stated activities are the setting of academic standards for law schools, and the formulation...
, National Institute on Corporate Takeovers). Since 1976, Lipton has been a member of the Board of Trustees of New York University
New York University
New York University is a private, nonsectarian research university based in New York City. NYU's main campus is situated in the Greenwich Village section of Manhattan...
; since 1998, he has been Chairman of the Board of Trustees of New York University
New York University
New York University is a private, nonsectarian research university based in New York City. NYU's main campus is situated in the Greenwich Village section of Manhattan...
. Since 1972, Lipton has been a trustee of the New York University School of Law
New York University School of Law
The New York University School of Law is the law school of New York University. Established in 1835, the school offers the J.D., LL.M., and J.S.D. degrees in law, and is located in Greenwich Village, in the New York City borough of Manhattan....
(Chairman 1988–1998). Lipton is a member of the Council of the American Law Institute
American Law Institute
The American Law Institute was established in 1923 to promote the clarification and simplification of American common law and its adaptation to changing social needs. The ALI drafts, approves, and publishes Restatements of the Law, Principles of the Law, model codes, and other proposals for law...
, and a director of the Institute of Judicial Administration.
In 1979 Lipton authored “Takeover Bids in the Target’s Boardroom”, 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
Delaware Supreme Court
The Supreme Court of Delaware is the sole appellate court in the United States' state of Delaware. Because Delaware is a popular haven for corporations, the Court has developed a worldwide reputation as a respected source of corporate law decisions, particularly in the area of mergers and...
in 1985, and in more than thirty other states by statute or judicial decision and in the Companies Act 2006
Companies Act 2006
The Companies Act 2006 is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law. It had the distinction of being the longest in British Parliamentary history: with 1,300 sections and covering nearly 700 pages, and containing 16 schedules but it has since...
of Great Britain
Great Britain
Great Britain or Britain is an island situated to the northwest of Continental Europe. It is the ninth largest island in the world, and the largest European island, as well as the largest of the British Isles...
. Lipton served as special counsel to the City of New York in connection with the fiscal crisis (1975–1977), as special counsel to the United States Department of Energy
United States Department of Energy
The United States Department of Energy is a Cabinet-level department of the United States government concerned with the United States' policies regarding energy and safety in handling nuclear material...
(1979–1980) and as Acting General Counsel of the United States Synthetics Fuel Corporation when it was established in 1980.
In 1982 Lipton created the Shareholders Rights Plan or poison pill
Poison pill
A shareholder rights plan, colloquially known as a "poison pill", or simply "the pill" is a type of defensive tactic used by a corporation's board of directors against a takeover...
, 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
Samuel Calvin Tate Dodd
Samuel Calvin Tate Dodd was an American lawyer notable for his work for John D. Rockefeller. Dodd created the business trust arrangement that enabled Rockefeller's control of many oil companies, and he organized Standard Oil, one of the earliest large holding companies...
invented the trust
Trust (19th century)
A special trust or business trust is a business entity formed with intent to monopolize business, to restrain trade, or to fix prices. Trusts gained economic power in the U.S. in the late 19th and early 20th centuries. Some, but not all, were organized as trusts in the legal sense...
for John D. Rockefeller
John D. Rockefeller
John Davison Rockefeller was an American oil industrialist, investor, and philanthropist. He was the founder of the Standard Oil Company, which dominated the oil industry and was the first great U.S. business trust. Rockefeller revolutionized the petroleum industry and defined the structure of...
and Standard Oil
Standard Oil
Standard Oil was a predominant American integrated oil producing, transporting, refining, and marketing company. Established in 1870 as a corporation in Ohio, it was the largest oil refiner in the world and operated as a major company trust and was one of the world's first and largest multinational...
in 1879." 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
Harvard Business School
Harvard Business School is the graduate business school of Harvard University in Boston, Massachusetts, United States and is widely recognized as one of the top business schools in the world. The school offers the world's largest full-time MBA program, doctoral programs, and many executive...
, an article “A Modest Proposal for Improved Corporate Governance”, which became the template for much of the basic corporate governance
Corporate governance
Corporate governance is a number of processes, customs, policies, laws, and institutions which have impact on the way a company is controlled...
principles that were adopted in the 1990s. Lipton served as counsel to the New York Stock Exchange
New York Stock Exchange
The New York Stock Exchange is a stock exchange located at 11 Wall Street in Lower Manhattan, New York City, USA. It is by far the world's largest stock exchange by market capitalization of its listed companies at 13.39 trillion as of Dec 2010...
Committee on Market Structure, Governance and Ownership (1999–2000), as counsel to, and member of, its Committee on Corporate Accountability and Listing Standards Corporate Governance
Corporate governance
Corporate governance is a number of processes, customs, policies, laws, and institutions which have impact on the way a company is controlled...
(2002) and as Chairman of its Legal Advisory Committee (2002–2004). Lipton is a Member of the Executive Committee of the Partnership for New York City and served as its Co-Chair (2004–2006).
Lipton has a B.Sc.
Bachelor of Science
A Bachelor of Science is an undergraduate academic degree awarded for completed courses that generally last three to five years .-Australia:In Australia, the BSc is a 3 year degree, offered from 1st year on...
in Economics from the Wharton School of the University of Pennsylvania
Wharton School of the University of Pennsylvania
The Wharton School is the business school of the University of Pennsylvania, an Ivy League university in Philadelphia, Pennsylvania. Wharton was the world’s first collegiate business school and the first business school in the United States...
and an L.L.B.
Bachelor of Laws
The Bachelor of Laws is an undergraduate, or bachelor, degree in law originating in England and offered in most common law countries as the primary law degree...
from the New York University School of Law
New York University School of Law
The New York University School of Law is the law school of New York University. Established in 1835, the school offers the J.D., LL.M., and J.S.D. degrees in law, and is located in Greenwich Village, in the New York City borough of Manhattan....
. He is a member of The American Academy of Arts & Sciences, a Trustee of The Economic Club of New York
The Economic Club of New York
The Economic Club of New York is a non-profit and non-partisan membership organization located in New York City and founded in 1907. Its stated purpose is the promotion of the study and discussion of social, economic, and political questions....
, a member of the International Advisory Council of Guanghua School of Management of Peking University
Guanghua School of Management
The Guanghua School of Management of the Peking University is a business school in China. The School is staffed with about 100 full-time teaching faculty members. About half of the faculty earned their Ph.D degrees from prestigious universities overseas...
and a Chevalier de la Légion d’Honneur
Légion d'honneur
The Legion of Honour, or in full the National Order of the Legion of Honour is a French order established by Napoleon Bonaparte, First Consul of the Consulat which succeeded to the First Republic, on 19 May 1802...
.