Martin Lipton
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Martin Lipton (born June 22, 1931) is an American lawyer, a founding partner of the law firm of Wachtell, Lipton, Rosen & Katz specializing in advising on
mergers and acquisitions Mergers and acquisitions (M&A) are business transactions in which the ownership of a company, business organization, or one of their operating units is transferred to or consolidated with another entity. They may happen through direct absorpt ...
and matters affecting corporate policy and strategy. From 1958–1978 he taught courses on Federal Regulation of
Securities A security is a tradable financial asset. The term commonly refers to any form of financial instrument, but its legal definition varies by jurisdiction. In some countries and languages people commonly use the term "security" to refer to any for ...
and Corporation Law as a lecturer and adjunct professor of law at
New York University School of Law The New York University School of Law (NYU Law) is the law school of New York University, a private research university in New York City. Established in 1835, it was the first law school established in New York City and is the oldest survivin ...
.


Early years

Martin Lipton was born June 22, 1931, in
Jersey City, New Jersey Jersey City is the List of municipalities in New Jersey, second-most populous
, to a family of Jewish background. He graduated from Jersey Preparatory School in 1948. Lipton received his a B.S. in economics from the
Wharton School of the University of Pennsylvania The Wharton School ( ) is the business school of the University of Pennsylvania, a private Ivy League research university in Philadelphia. Established in 1881 through a donation from Joseph Wharton, a co-founder of Bethlehem Steel, the Wharton ...
, originally planning on becoming an investment banker. However, he eventually enrolled at
New York University School of Law The New York University School of Law (NYU Law) is the law school of New York University, a private research university in New York City. Established in 1835, it was the first law school established in New York City and is the oldest survivin ...
, where he was Editor-in-Chief of the ''
New York University Law Review The ''New York University Law Review'' is a bimonthly general law review covering legal scholarship in all areas, including legal theory and policy, environmental law, legal history, and international law. The journal was established in 1924 as a ...
'' (1954–1955) and earned a LL.B. in 1955. He also did further study under Adolf A. Berle at
Columbia Law School Columbia Law School (CLS) is the Law school in the United States, law school of Columbia University, a Private university, private Ivy League university in New York City. The school was founded in 1858 as the Columbia College Law School. The un ...
. In 1956, Lipton clerked for Edward Weinfeld at the
United States District Court for the Southern District of New York The United States District Court for the Southern District of New York (in case citations, S.D.N.Y.) is a federal trial court whose geographic jurisdiction encompasses eight counties of the State of New York. Two of these are in New York Ci ...
. In the fall of 1958 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. Shortly thereafter Lipton began a 20-year period as a lecturer and adjunct professor teaching corporate law and securities regulation at NYU School of Law. While at NYU Law School, Lipton joined Rosen and Katz, as well as Herbert Wachtell, to form Wachtell, Lipton, Rosen & Katz in 1965. By the early 1980s Lipton was among the dominant figures with rival lawyer Joseph Flom in
mergers and acquisitions Mergers and acquisitions (M&A) are business transactions in which the ownership of a company, business organization, or one of their operating units is transferred to or consolidated with another entity. They may happen through direct absorpt ...
. Clients hired Lipton because Flom was on the other side, and vice versa. (Flom and Lipton were friends who lunched together once a week.)


Later career

Lipton works as a partner of Wachtell Lipton representing and advising with respect to many of the largest merger transactions, change-of-control contests and boardroom crises of the past 40 years. The firm was founded as a handshake among four friends and to this day does not have a written partnership agreement. The current 84 partners share equally on a seniority basis. Concurrently he has served as adjunct professor, alumni leader, trustee from 1972 to now and chairman of the board of trustees from 1988 to 1998 of NYU School of Law and from 1976 to now as trustee of
NYU New York University (NYU) is a private research university in New York City, New York, United States. Chartered in 1831 by the New York State Legislature, NYU was founded in 1832 by Albert Gallatin as a non-denominational all-male institutio ...
and chairman of the board of trustees from 1998 to now. In October 2015, Lipton retired as chairman when his term ended. 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. 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. 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 The Synthetic Fuels Corporation (SFC or Synfuels Corporation) was a U.S. federal government-funded corporation established in 1980 by the Energy Security Act (ESA) to create a financial bridge for the development and construction of commercial ...
. In 1988, Lipton was elected chair of the NYU School of Law board of trustees. Also in 1998, Lipton was elected chair of the NYU board of trustees and for the following two decades he worked first with President L. Jay Oliva and then starting in 2002 with
John Sexton John Edward Sexton (born September 29, 1942) is an American legal scholar. He is the Benjamin F. Butler Professor of Law at New York University where he teaches at the law school and NYU's undergraduate colleges. Sexton served as the fifteenth ...
, who Lipton had appointed NYU president, to complete the work of making NYU the first global network university, with major campuses in
Abu Dhabi Abu Dhabi is the capital city of the United Arab Emirates. The city is the seat of the Abu Dhabi Central Capital District, the capital city of the Emirate of Abu Dhabi, and the UAE's List of cities in the United Arab Emirates, second-most popu ...
,
Shanghai Shanghai, Shanghainese: , Standard Chinese pronunciation: is a direct-administered municipality and the most populous urban area in China. The city is located on the Chinese shoreline on the southern estuary of the Yangtze River, with the ...
and
Florence Florence ( ; ) is the capital city of the Italy, Italian region of Tuscany. It is also the most populated city in Tuscany, with 362,353 inhabitants, and 989,460 in Metropolitan City of Florence, its metropolitan province as of 2025. Florence ...
and schools in ten other cities, with at least one on every continent. In addition in 2013 NYU completed the merger of Polytechnic University to create the NYU Polytechnic School of Engineering.


Publications and works

In 1976, Lipton authored "Corporate Takeovers: Tender Offers and Freezeouts" (
American Bar Association The American Bar Association (ABA) is a voluntary association, voluntary bar association of lawyers and law students in the United States; national in scope, it is not specific to any single jurisdiction. Founded in 1878, the ABA's stated acti ...
, National Institute on Corporate Takeovers). 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 The Delaware Supreme Court 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, ...
in 1985, and in more than thirty other states by statute or judicial decision and in the
Companies Act 2006 The Companies Act 2006 (c. 46) is an act of the Parliament of the United Kingdom which forms the primary source of UK company law. The act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largel ...
of
Great Britain Great Britain is an island in the North Atlantic Ocean off the north-west coast of continental Europe, consisting of the countries England, Scotland, and Wales. With an area of , it is the largest of the British Isles, the List of European ...
. In 1982 Lipton created the
Shareholder rights plan A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover. In the field of mergers and acquisitions, shareholder rights plans were devised in the e ...
or poison pill, which has been described by
Ronald Gilson Ronald J. Gilson (born 1946) is an American lawyer, focusing in corporate governance, law & economics, corporate finance, capital markets, mergers & acquisitions and securities regulation, currently the Charles J. Meyers Professor of Law and Busine ...
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 John Davison Rockefeller Sr. (July 8, 1839 – May 23, 1937) was an American businessman and philanthropist. He was one of the List of richest Americans in history, wealthiest Americans of all time and one of the richest people in modern hist ...
and
Standard Oil Standard Oil Company was a Trust (business), corporate trust in the petroleum industry that existed from 1882 to 1911. The origins of the trust lay in the operations of the Standard Oil of Ohio, Standard Oil Company (Ohio), which had been founde ...
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 Jay William Lorsch (born 1932) is an American organizational theorist and the Louis Kirstein Professor of Human Relations at the Harvard Business School, known for his contribution of contingency theory to the field of organizational behavior. Bi ...
of
Harvard Business School Harvard Business School (HBS) is the graduate school, graduate business school of Harvard University, a Private university, private Ivy League research university. Located in Allston, Massachusetts, HBS owns Harvard Business Publishing, which p ...
, an article "A Modest Proposal for Improved Corporate Governance", which became the template for much of the basic
corporate governance Corporate governance refers to the mechanisms, processes, practices, and relations by which corporations are controlled and operated by their boards of directors, managers, shareholders, and stakeholders. Definitions "Corporate governance" may ...
principles that were adopted in the 1990s.


Boards, memberships and awards

Lipton has served as chairman of
Prep for Prep Prep for Prep is a leadership development and gifted education program dedicated to expanding educational access to students of color. The organization's programs are targeted toward high achieving New York City minority students and helps with ...
, chairman of the
Jerusalem Foundation The Jerusalem Foundation (, ''HaKeren LiYerushalayim''; ) is a Foundation (non-profit), nonprofit foundation that promotes the development of the city of Jerusalem, by raising funds for social, cultural and beautification projects. Established in ...
, chairman of the Lawyers Division of UJA-Federation, trustee of Temple Emanu-El of New York, member of the council of the
American Law Institute The American Law Institute (ALI) is a research and advocacy group of judges, lawyers, and legal scholars limited to 3,000 elected members and established in 1923 to promote the clarification and simplification of United States common law and i ...
, director of the Institute of Judicial Administration, trustee of the
University of Pennsylvania The University of Pennsylvania (Penn or UPenn) is a Private university, private Ivy League research university in Philadelphia, Pennsylvania, United States. One of nine colonial colleges, it was chartered in 1755 through the efforts of f ...
, member of the International Advisory Council of the Guanghua School of Management of
Peking University Peking University (PKU) is a Public university, public Types of universities and colleges in China#By designated academic emphasis, university in Haidian, Beijing, China. It is affiliated with and funded by the Ministry of Education of the Peop ...
and member of the Corporate Governance Committee of the U.S. Commission on Competitiveness. Lipton served as special counsel to the Ethics Commission of the
International Olympic Committee The International Olympic Committee (IOC; , CIO) is the international, non-governmental, sports governing body of the modern Olympic Games. Founded in 1894 by Pierre de Coubertin and Demetrios Vikelas, it is based i ...
in connection with the Utah Winter Olympics, and co-chair, with former N.Y. Chief Judge
Judith Kaye Judith Ann Kaye ( Smith; August 4, 1938 – January 7, 2016) was an American lawyer, jurist and the longtime Chief Judge of the New York Court of Appeals, serving in that position from 1993 to 2008. She was the first woman to serve as chief j ...
, of the N.Y. Chief Judge's Task Force on Commercial Litigation in the 21st Century. 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 NYU Langone Health is an integrated Health system, academic health system located in New York City, New York, United States. The health system consists of the New York University Grossman School of Medicine, NYU Grossman School of Medicine and NY ...
. Since 1985 Lipton has been on each list of the
National Law Journal ''The National Law Journal'' (NLJ) is an American legal periodical founded in 1978. The NLJ was created by Jerry Finkelstein, who envisioned it as a "sibling newspaper" of the ''New York Law Journal''. Originally a tabloid-sized weekly new ...
of the 100 Most Influential Lawyers in America. Lipton served as counsel to the
New York Stock Exchange The New York Stock Exchange (NYSE, nicknamed "The Big Board") is an American stock exchange in the Financial District, Manhattan, Financial District of Lower Manhattan in New York City. It is the List of stock exchanges, largest stock excha ...
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 refers to the mechanisms, processes, practices, and relations by which corporations are controlled and operated by their boards of directors, managers, shareholders, and stakeholders. Definitions "Corporate governance" may ...
(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). He is a member of
American Academy of Arts & Sciences The American Academy of Arts and Sciences (The Academy) is one of the oldest learned societies in the United States. It was founded in 1780 during the American Revolution by John Adams, John Hancock, James Bowdoin, Andrew Oliver, and other F ...
and a
Chevalier de la Légion d'Honneur The National Order of the Legion of Honour ( ), formerly the Imperial Order of the Legion of Honour (), is the highest and most prestigious French national order of merit, both military and Civil society, civil. Currently consisting of five cl ...
.


Selected works

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Notes


External links


Wachtell’s Martin Lipton Pens Another “Attack of the Killer Hedge Funds” MemoMartin Lipton’s Latest Client Memo ‘Wrongheaded,’ Columnist Says
{{DEFAULTSORT:Lipton, Martin 1931 births Living people Lawyers from Jersey City, New Jersey New York University faculty New York University School of Law alumni Wharton School alumni New York (state) lawyers American lawyers American law firm executives Law firm founders 21st-century American Jews