6Martin Lipton, Collected Quotations (2021).7Hoffer Kaback, Martin Lipton: For the Defense, Directors & Boards, Summer 1999. Part of Venture Labs VIP-X Fall 2022 cohort, Vurbalize is built to function with any device, any language, any channel.. 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. According to a 2022 NPR study, 62 percent of Americans use voice assistants regularly. 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. (June 21, 1976), 52-61; see also, Pearlman, 75 Bus. Chen and Ang created a plant-based beverage inspired by Asian milk tea the iconic drink theyve loved since childhood by ethically sourcing tea from fair-trade, single-origin family-owned farms and focusing on sustainability and flavor. 1981). Law. 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. Lipton, who starred in "Mod Squad" and "Twin Peaks," died last year of . 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. Law. Eventually, American Express, which had been advised by Joe Flom and Morgan Stanley, gave up without purchasing any shares. Harold McGraw (pictured above) convinced the firm to take on the defense of the company that bore his familys name. 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 . Law. 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. 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. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance by Lucian A. Bebchuk and Roberto Tallarita (discussed on the . at 105.24Lipton, 35 Bus. 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. They had remained friends with their law school confrere, Herb Wachtell, and had regularly referred litigation matters to him. Alumni meet with a Wharton marketing guru, discuss smart uses for artificial intelligence, and get together for the 55th Wharton Global Forum. Keywords Last Name Institution . Martin Lipton is 60 years old today because Martin's birthday is on 05/26/1962. Martin Lipton was born June 22, 1931 in Jersey City, New Jersey, to a family of Jewish background. Martin Lipton and his law firm operate at the highest levels of craftsmanship. Ceesay and Dinwiddie have raised more than $33 million and garnered support from NFL running back Ezekiel Elliott and NBA coach Luke Walton. [28], He is a member of American Academy of Arts & Sciences and a Chevalier de la Lgion d'Honneur.[21][28]. Mrs. Chabinsky, 25 years old, graduated from Mount Holyoke College and expects to receive a law degree in May from the University of Pennsylvania. 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. In fact, before Lipton developed guidance for takeover targets, he developed a checklist for those making a hostile tender offer for control. In the new film, On the Rocks, Jones plays a writer and mother who suspects her husband is having an affair. The daughters of Peggy Lipton paid tribute to the late actress on what would have been her 74th birthday. Family members can then log on and add descriptions. 1952 . Despite Mr. Lipton's achievements, "he is still a real lawyer," said H. Rodgin Cohen . Then the pandemic hit. at 1723. Arthur Fleischer, Tender Offers: Defenses, Responses and Planning (1980). [3] While at NYU Law School, Lipton joined Rosen and Katz, as well as Herbert Wachtell, to form Wachtell, Lipton, Rosen & Katz in 1965. 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. As a personal matter, Lipton viewed the type of hostile offers of the periodwhich often involved an implicit willingness of the bidder to go away for a payment to itself, so-called green mail, a coercive two-tiered front-end loaded bid stampeding stockholders into acceptance, partial offers for only a majority of the shares, and plans to dismantle and leverage up the targetas harmful to society. 101 (1979), was a ground-breaking statement of the case for takeover defense by target company boards of directors. 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. The target will be best served if it is advised by one investment banker and one outside law firm. 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). 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. 68 As Lipton observed five years later in 1984, hostile acquisitions "preempt [ed] the ability of the target's board 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 .