June 22, 1931 |
Jersey City, New Jersey
|Alma mater||NYU Law School
Wharton School of the University of Pennsylvania (B.Sc.)
|Spouse(s)||Susan Lytle (m. 1982)|
Martin Lipton (born June 22, 1931) 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. 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.
Born in Jersey City, New Jersey, into a Jewish family, Lipton received his a B.Sc. in Economics from the Wharton School of the University of Pennsylvania, originally planning on becoming an investment banker. However, he eventually enrolled at New York University School of Law, where he was Editor-in-Chief of the New York University Law Review (1954–1955) and earned a LL.B. in 1955. He also did further study under Adolf A. Berle at Columbia Law School.
In 1956, Lipton clerked for Edward Weinfeld at the United States District Court for the Southern District of New York. Before returning to academics, he practiced law at Seligson, Morris & Neuburger, a ten-lawyer firm of Charles Seligson and J. Lincoln Morris, where he teamed with Leonard Rosen and George Katz, fellow NYU Law graduates, but also Harvey R. Miller. After some years as lecturer at NYU Law School, Lipton joined Rosen and Katz, as well as Herbert Wachtell, to form Wachtell, Lipton, Rosen & Katz.
In 1976, Lipton authored "Corporate Takeovers: Tender Offers and Freezeouts" (American Bar Association, 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 an emeritus 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).
- ———; Savitt, William (2007). "The Many Myths of Lucian Bebchuk". Virginia Law Review 93 (3): 733–758.
- Who's Who in American 2 (53rd ed.). Marquis Who's Who. 1999. p. 2700. ISBN 0-8379-0193-6.
- Cole, Brett (2008). "Godfathers—Flom and Lipton". M&A Titans: The Pioneers Who Shaped Wall Street's Mergers and Acquisitions Industry. Wiley. ISBN 9780470126899.
- Lipton, Martin (1979). "Takeover Bids in the Target's Boardroom". Business Lawyer 35: 101. ISSN 0007-6899.
- Gilson, Ronald J. (2001). Lipton and Rowe's Apologia for Delaware: A Short Reply. Columbia Law and Economics Working Paper No. 197; Stanford Law and Economics Olin Working Paper No. 229. doi:10.2139/ssrn.10.2139/ssrn.299412.
- Lipton, Martin; Lorsch, Jay W. (1992). "A Modest Proposal for Improved Corporate Governance". Business Lawyer 48: 59. ISSN 0007-6899.
- Martin Lipton
- Wachtell’s Martin Lipton Pens Another “Attack of the Killer Hedge Funds” Memo
- Martin Lipton’s Latest Client Memo ‘Wrongheaded,’ Columnist Says