Martin Lipton
Born 1931 · Age 94
American corporate lawyer; founding partner of Wachtell, Lipton, Rosen & Katz; pioneer in mergers & acquisitions and corporate governance (inventor of the 'poison pill'); longtime NYU trustee and law professor.
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Life & Career Timeline
Born in Jersey City, New Jersey
Born to a Jewish family in Jersey City, New Jersey.
Graduated Jersey Preparatory School
Completed secondary education at Jersey Preparatory School.
Graduated Wharton School (B.S. Economics)
Received a B.S. in Economics from the Wharton School, University of Pennsylvania; initially intended to become an investment banker.
Entered NYU School of Law
Enrolled at New York University School of Law (autumn 1952).
Editor-in-Chief, NYU Law Review
Served as Editor-in-Chief of the New York University Law Review (1954–1955).
Earned LL.B., New York University
Received LL.B. from NYU School of Law (1955).
Root-Tilden Scholarship / academic distinction
Selected for the prestigious Root-Tilden scholarship (during law school) and was encouraged toward academia by Dean Russell Niles.
Fellowship at Columbia to study under Adolf A. Berle
Postgraduate fellowship at Columbia Law School to study with Adolf A. Berle; wrote thesis on institutional investors.
Clerked for Judge Edward Weinfeld
Clerkship at the U.S. District Court for the Southern District of New York for Judge Edward Weinfeld (1956).
Began teaching at NYU School of Law (adjunct/lecturer)
Started a 20-year period (1958–1978) as lecturer and adjunct professor teaching Federal Regulation of Securities and Corporation Law at NYU Law.
Joined Seligson, Morris & Neuburger
Practiced at the small corporate firm Seligson, Morris & Neuburger in fall 1958; teamed with Leonard Rosen and George Katz (fellow NYU grads).
Made partner at Seligson firm
Became a partner at Seligson, Morris & Neuburger (1962), with Leonard Rosen.
George Katz joined as partner
George Katz (NYU classmate) invited to join partnership (1964).
Seligson firm dissolved (Dec 1964)
Seligson firm dissolved in December 1964, prompting partners to form a new firm with other NYU alumni.
Co-founded Wachtell, Lipton, Rosen & Katz
Formed Wachtell, Lipton, Rosen, Katz & Kern (later Wachtell, Lipton, Rosen & Katz) with Herbert Wachtell, Leonard Rosen, George Katz and originally Jerome Kern. Firm founded by handshake; no written partnership agreement.
Defended Pepsi-Cola General Bottlers vs. hostile bids; $100M merger
Led Wachtell Lipton in defense of Pepsi-Cola General Bottlers from hostile takeover bids and facilitated its subsequent ~$100M friendly merger with Illinois Central Industries (late 1960s).
Origin of the 'Marty memo' communications style
Developed and popularized short, tightly argued client memos (the 'Marty memo') that became the firm's primary communications and thought-leadership tool.
Became trustee, NYU School of Law
Appointed as a trustee of NYU School of Law (service from 1972 onward).
Represented Loews Corporation in tender for CNA (nine-month battle)
Wachtell Lipton represented Loews Corporation and Laurence Tisch in a nine-month tender offer contest to acquire CNA (1974), raising the firm's profile in M&A contests.
Helped save NYU via sale of Mueller Macaroni Company
As trustee of NYU School of Law, played a major role in saving NYU from financial crisis by selling the Mueller Macaroni Company.
Represented New York City during fiscal crisis
Acted for New York City in several transactions that resolved the two-year fiscal crisis: arranged a temporary $2.5 billion U.S. Government loan and placed $500 million of City bonds with City pension funds.
Authored ABA treatise on takeovers (National Institute on Takeovers)
Co-authored major treatise 'Corporate Takeovers: Tender Offers and Freezeouts' for the American Bar Association's National Institute on Takeovers (1976); later published material as 'Takeovers and Freezeouts'.
Became trustee of New York University
Began service as a trustee of New York University (from 1976 onward).
Defended McGraw-Hill vs. American Express hostile bid
Led Wachtell Lipton's defense of McGraw-Hill against American Express' hostile bid (end of 1978 into 1979); defense succeeded and influenced Lipton's stance on stakeholder-oriented governance.
Published 'Takeovers and Freezeouts' (book/treatise)
Publication of the more extended work on takeovers and freezeouts (often cited as 1978 publication of treatise material).
Took leave to serve as special counsel to U.S. Energy Department
Voluntarily served as special counsel to the U.S. Department of Energy (1979).
Published article update: 'Takeover Bids in the Target's Boardroom: An Update After One Year'
Published an update to his 1979 article cataloguing judicial authorities and responses (April 1981 update referenced; original materials circulated 1979–1981).
Article's legal influence: Board-consideration doctrine adoption (later)
Lipton's 1979 article arguing boards may consider constituencies beyond shareholders was later cited/adopted in Delaware Supreme Court decisions (1985) and in statutes/judicial decisions in many U.S. states and in the U.K. Companies Act 2006.
Published 'Takeover Bids in the Target's Boardroom'
Authored seminal 1979 article advocating the right of a target board to consider all corporate constituencies in responding to takeover bids; widely influential and later reflected in law and statute.
Acting first general counsel, Synthetic Fuels Corporation
Served as the acting first general counsel of the Synthetic Fuels Corporation (1980).
Continued academic involvement (adjunct/trustee/teacher)
While practicing at Wachtell Lipton, Lipton continued adjunct teaching and extensive involvement with NYU Law as alumnus, lecturer, and trustee.
Created the Shareholder Rights Plan ('poison pill')
Developed the Shareholder Rights Plan (commonly called the 'poison pill') in 1982 — a major antitakeover innovation widely adopted and debated.
Married Susan Lytle
Marriage recorded in public profiles (spouse Susan Lytle, m. 1982).
Poison pill widely credited as major corporate-law innovation
The Shareholder Rights Plan was described by legal scholars as one of the most important corporate-law innovations in over a century; it reshaped takeover defense practices in the 1980s–1990s.
Influence milestone: became a dominant M&A figure
By the mid-1980s Lipton was recognized (alongside Joe Flom) as a dominant figure in mergers & acquisitions; clients often hired him because opponents hired Flom.
Listed among NLJ's 100 Most Influential Lawyers (first listed)
Since 1985 has been included annually on the National Law Journal's list of the 100 Most Influential Lawyers in America.
Elected chair, NYU School of Law board of trustees
Elected chair of the NYU School of Law board of trustees (1988–1998).
Elected Chair, NYU School of Law board (start of term)
Became Chair of the NYU School of Law Board of Trustees in 1988 (served until 1998).
Became Chairman, Prep for Prep (start)
Became Chairman of Prep for Prep (served 1990–2002; later Emeritus Chairman).
Served on Subcouncil on Corporate Governance; co-authored 'A Modest Proposal'
Served on the U.S. Competitiveness Policy Council's Subcouncil on Corporate Governance and Financial Markets and co-authored 'A Modest Proposal for Improved Corporate Governance' with Jay Lorsch (1992).
Became Chair, NYU Board of Trustees (start)
Assumed Chair of the NYU Board of Trustees in 1998 and worked on NYU's global expansion over the next decade and a half.
Elected chair, NYU Board of Trustees
Elected Chair of the New York University Board of Trustees (1998); led governance while NYU expanded globally.
Began work with James J. Mulva (Phillips Petroleum)
Started long-term advisory work with James J. Mulva (1999), representing Phillips Petroleum in transactions that led to the creation of ConocoPhillips.
Counsel to NYSE Committee on Market Structure, Governance and Ownership
Served as counsel to the New York Stock Exchange Committee on Market Structure, Governance and Ownership (1999–2000).
Wachtell Lipton growth milestone (firm size)
Firm had grown from a small handshake partnership to a leading M&A boutique with several hundred lawyers over decades (Chambers/firm profiles reference ~270 lawyers; partners sharing equally on seniority basis).
Recognitions and honors (Wharton, NYU, Legal Aid, NYU Langone)
Received honors from the Wharton School, NYU School of Law, NYU, The Legal Aid Society, and NYU Langone Medical Center (dates vary; recognition extended over many years).
Appointed John Sexton NYU President (board role)
As a trustee/leader at NYU, played a leading role in appointing John Sexton as NYU President (Sexton assumed presidency around 2001); Lipton worked closely to make NYU more global.
Counsel/member, NYSE governance committees; Chair, Legal Advisory Committee (2002–2004)
Served as counsel to and member of NYSE Committees on Corporate Accountability and Listing Standards (2002) and as Chairman of the NYSE Legal Advisory Committee (2002–2004).
Ended Chairmanship at Prep for Prep
Concluded service as Chairman of Prep for Prep (served 1990–2002); became Emeritus Chairman thereafter.
Special counsel to IOC Ethics Commission (Utah Winter Olympics)
Served as special counsel to the International Olympic Committee Ethics Commission in connection with the Salt Lake City (Utah) Winter Olympics matters (reported involvement; date tied to early 2000s investigation/review).
Involvement in NYU global campus strategy
Worked with NYU presidents (L. Jay Oliva and John Sexton) to build NYU into a global network university with campuses in Abu Dhabi, Shanghai, Florence and others (strategy completed across 2000s–2010s).
Special counsel and advisory roles across institutions
Served in multiple advisory capacities across public and private institutions: ALI council member, Board of Advisors of the Institute of Judicial Administration, International Advisory Council of Guanghua School (Peking University), and Corporate Governance Committee of the U.S. Commission on Competitiveness.
Honored by Brennan Center (NYU event)
Recognized by the Brennan Center (NYU) along with other notable honorees in a NYU event (2004).
Co-Chair, Partnership for New York City (2004–2006)
Served as co-chair of the Partnership for New York City executive committee (2004–2006).
Co-authored 'The Many Myths of Lucian Bebchuk'
Published article with William Savitt in the Virginia Law Review (2007) critiquing Bebchuk's positions on corporate governance.
Co-chaired NY Chief Judge's Task Force on Commercial Litigation (co-chair)
Co-chaired, with former Chief Judge Judith Kaye, the NY Chief Judge's Task Force on Commercial Litigation in the 21st Century (task force work referenced in documents circa 2012).
NYU-Polytechnic merger completed
NYU completed the merger of Polytechnic University to create the NYU Polytechnic School of Engineering, part of NYU's global expansion efforts Lipton supported.
Retired as Chair of NYU Board when term ended
Retired as Chairman of the NYU Board of Trustees when his term ended in October 2015.
Longstanding NYU trustee and emeritus roles
Continued long-term engagement with NYU institutions: trustee since the 1970s, long-serving chairs of Law School and University boards (chairmanships ended 1988–1998 and 1998–2015 respectively).
Estimated current net worth (public-figure estimate)
Estimated net worth based on decades as senior partner at a premier law firm, extensive advisory roles, and philanthropic/board positions. This is an estimate (no public official figure).
Key Achievement Ages
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