A True Partnership

An Interview with Martin Lipton, Founding Partner, Wachtell, Lipton, Rosen & Katz

EDITORS’ NOTE Martin Lipton is include enterprises of every nature Many executives suggest that coming Chairman of the Board of Trustees like financial institutions and se- out of a crisis, the regulation pendulum of , a trustee curities and private equity firms, as swings too far one way or the other. Is there and former Chairman of the Board well as industrial, health care, phar- merit to that? of the New York University School maceutical, technology, energy, and once there are clear rules, people can of Law, a member of the Council of media companies, including many deal with them. The problem now is that the American Law Institute, and a Fortune 500 companies. much of the legislation needs to be imple- director of the Institute of Judicial mented by regulations, many of which have Administration. In 1976, Lipton What is the secret to the success of not yet been adopted and some of which authored, “Corporate Takeovers: the fi rm year after year? have not even been proposed. so there is Tender Offers and Freezeouts” It’s a culture built on highly skilled uncertainty with respect to the regulatory (American Bar Association, people working together in a col- climate. National Institute on Corporate Martin Lipton legial environment where the only The other uncertainty is created by po- Takeovers). In 1982, he created objective is to accomplish what the larization on the right and the left resulting in the Shareholders Rights Plan (“Poison Pill”). clients seek to accomplish in a way that makes a dysfunctional Congress and, in many states, In 1992, Lipton served on the Subcouncil on sense and is appropriate, and where we feel dysfunctional legislatures where the inability and Financial Markets satisfi ed that we have not misapplied our skills to agree on how to handle budgets, taxes, and of the Competitiveness Policy and abilities. What distinguishes the fi rm is that entitlements creates uncertainty as to where Council. He has served as counsel to the New it is a true partnership with lockstep compen- we’re going. This has signifi cantly hindered re- York Stock Exchange Committee on Market sation and a culture that results in everyone in covery of the economy and is highly likely to Structure, Governance and Ownership; as the fi rm feeling they are a part of it and do- create social unrest if we can’t resolve these counsel to and member of its Committee ing their best to achieve the best result for the issues and restore growth of the economy. on on Corporate Accountability and Listing fi rm’s clients. the one hand, we have regulatory and legisla- Standards (Corporate Governance); and as Looking back on the economic cri- tive uncertainty, and on the other hand, we Chairman of its Legal Advisory Committee. sis, did you see an impact on your have the uncertainty of a system that has be- Lipton is a member of the Executive Committee business? come dysfunctional. of the Partnership for New York City and There was a double impact on our busi- As an active member of the Partnership has served as its Co-Chair. He has a B.S. in ness. We acted for the Treasury in connection for New York City, what makes that organi- Economics from the Wharton School of the with the conservatorship of Fannie mae and zation work so well? University of Pennsylvania and an L.L.B. Freddie mac and advised the Treasury on other The short answer is Kathy Wylde, its Leading the way from New York University School of Law. He issues in connection with the crisis, all of which President and spectacular leader. essentially, is a member of the American Academy of was done pro bono. so there was a major dedi- the Partnership reflects a business commu- We hire and develop leaders who build strong teams and tackle complex problems. We also publicly Arts & Sciences and a Chevalier de la Légion cation of the fi rm’s resources for months to that nity that is not trying to ring the last bit of champion leadership. Why the leadership focus? Because leaders connect with clients, learn their industries, d’Honneur. activity. We were also involved in just about profit out of what it does – it thrives on a every one of the major bank mergers that took successful, vibrant city, one where every- understand their business, and innovate tirelessly. Leaders stand out. FIRM BRIEF Wachtell, Lipton, Rosen & Katz place in 2008. body is doing well, there are good jobs for And they help their companies do the same. (www.wlrk.com) enjoys a global reputation as With all you’ve been through in your everyone, and the city is clean and attrac- one of the world’s leading business law fi rms. career, had you ever seen anything like tive – that is the objective of the partner- Their extensive experience in the fi elds of merg- it? ship. This city has an enormous number of ers and acquisitions, strategic investments, I’ve never seen anything like it and I was dedicated people who are not in it just for www.deloitte.com/us/deloitteuniversity takeovers and takeover defense, corporate concerned that it was going to result in a to- money or power but are interested in serv- and securities law, and corporate governance tal panic and worldwide depression – and it ing the public and the city and the people means they regularly handle some of the larg- may yet. The situation has not been resolved. who live here. It’s a pleasure to know them, est, most complex, and demanding transac- We’re still in a delicate economic position and work with them, and help them in their tions in the United States and around the europe is tumbling, and growth has slowed objectives. world. The fi rm counsels both public and pri- dramatically in China and India. For a while, Could you have imagined your law fi rm vate acquirers and targets. They also have ex- they’ve been the engine of the world econ- would have become as successful as it has? perience handling sensitive investigation and omy because their purchase of commodities When we started the fi rm, we had no idea litigation matters and corporate restructurings, and the kinds of products they don’t make in- how it would develop. We had a few principles: About Deloitte Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member firms, and in counseling boards of directors and se- ternally has fueled the economies of australia, collegiality and equality; and a focus on working each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal structure of nior management in the most sensitive situa- africa, south america and, to a certain extent, hard, because if you did, clients would come and Deloitte Touche Tohmatsu Limited and its member firms. Please see www.deloitte.com/us/about for a detailed description of the legal structure of tions. Wachtell Lipton is consistently ranked as europe and the u.s. so the situation in asia one client leads to another. ultimately, like any Deloitte LLP and its subsidiaries. Certain services may not be available to attest clients under the rules and regulations of public accounting. the most prestigious and desirable law fi rm to turning down is a threat to the economies of professional service fi rm, it becomes a question Copyright © 2012 Deloitte Development LLC. All rights reserved. work for in the United States. The fi rm’s clients the West. of reputation.• 36 USC 220506 Member of Deloitte Touche Tohmatsu Limited 58 Leaders posted with permission. copyright © 2012 leaders magazine, inc. volume 35, number 4

Untitled-4 2 8/30/2012 2:43:05 PM