Martin Lipton.Pdf

Martin Lipton Partner, Corporate P: 212.403.1200 F: 212.403.2200 [email protected] Martin Lipton, a founding partner of Wachtell, Lipton, Rosen & Katz, specializes in advising major corporations on mergers and acquisitions and matters affecting corporate policy and strategy. 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 the NYU Langone Medical Center, an emeritus member of the Council of the American Law Institute, a member of the Board of Advisors of the Institute of Judicial Administration and an Honorary Chair of The American College of Governance Counsel. Lipton is a member of the Executive Committee of the Partnership for New York City and served as its Co-Chair (2004-2006). Lipton has a B.S. in Economics from the Wharton School of the University of Pennsylvania and an LL.B. from the New York University School of Law. He is an Adjunct Professor of Law, New York University School of Law, a member of the American Academy of Arts & Sciences, and a Chevalier de la Légion d’Honneur. Mr. Lipton is an Emeritus Chairman of Prep for Prep, having served as Chairman from 1990 to 2002. Recent Publications Spotlight on Boards, in Harvard Law School Forum on Corporate Governance and Financial Regulation, September 2, 2021. Some Thoughts for Boards of Directors in 2021, in Harvard Law School Forum on Corporate Governance, December 8, 2020. The Friedman Essay and the True Purpose of the Business Corporation, in Harvard Law School Forum on Corporate Governance, September 17, 2020. The New Paradigm, in Harvard Law School Forum on Corporate Governance and Financial Regulation, October 28, 2019. Taking Short-Termism Seriously: A Response to Charles Nathan, in Harvard Law School Forum on Corporate Governance and Financial Regulation, September 13, 2016. Succeeding in the New Paradigm for Corporate Governance, in Harvard Law School Forum on Corporate Governance and Financial Regulation, March 15, 2016. "Short-Term Investors, Long-Term Investments, and Firm Value", in Columbia Law School’s Forum on Corporate Governance and Financial Regulation, February 3, 2016. "Just Say No" - The Long-Term Value of the Poison Pill, in Harvard Law School Forum on Corporate Governance and Financial Regulation, December 18, 2015. Will a New Paradigm for Corporate Governance Bring Peace to the Thirty Years' War, in Harvard Law School Forum on Corporate Governance and Financial Regulation, October 5, 2015. The Bebchuk Syllogism, in The Harvard Law School Forum on Corporate Governance and Financial Regulation, August 26, 2013. The Many Myths of Lucian Bebchuk, in 93 Va. L. Rev. 733 (2007). 51 West 52nd St. New York, NY 10019 / t. 212.403.1000 or 800.848.0301.

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A New Name for the Institute the Dwight D
The Dwight D. Opperman Institute of Judicial Administration at NYU School of Law Issue Number 3 / Winter 2005–06 A New Name for the Institute The Dwight D. Opperman Institute of Judicial Administration wight D. Opperman Co-Director Oscar G. Chase, has long been a val- Russell D. Niles Professor ued supporter of the of Law, “During Sam’s and Institute and its pro- my time as Directors of the Dgrams. In addition to being Institute, we’ve personally a reliable source of wise ad- benefited from Dwight’s lead- vice and moral support for ership and friendship. While the Executive Directors, Mr. we look forward to working Opperman took the lead in es- with him for many years to tablishing an endowment and come, his legacy will inure to corporate funding for IJA. We IJA’s benefit some day in the are delighted to report that distant future.” Mr. Opperman’s generosity In recognition of all that Mr. and support of the Institute Opperman has done for IJA, have taken another momen- NYU, and the administration tous leap forward, in the form of justice throughout our na- of a substantial testamen- tion, the Board of Directors tary gift to the School of Law has honored him by renam- and to IJA. Says Executive ing the Institute as the Dwight D. Opperman Institute of Judicial Administration, effec- In This Issue tive November 11, 2005. Says New Judges Seminar 2 Executive Co-Director Samuel Estreicher, Dwight D. Opperman Oral Advocacy 3 Professor of Law (see p. 5 for a story about the Opperman Chinese Judges’ Program 4 Professorship), “Oscar, the IJA Opperman Professorship 5 Board of Directors, and I are proud and pleased to recognize Dwight D.
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Curbing Short-Termism in Corporate America: Focus on Executive Compensation Robert C
May 2014 Curbing Short-Termism in Corporate America: Focus on Executive Compensation Robert C. Pozen INTRODUCTION hort-termism—defined as judging company performance over a brief time period—has recently come under a barrage of criticisms from multiple sources— Sbusiness groups, think tanks, academics and lawyers.1 The emphasis on short- termism is said to be destructive to American businesses—discouraging corporate executives from investing in long-term projects and sustainable growth, while en- couraging them to inflate reports of quarterly earnings. Robert C. Pozen is a nonresident fellow The critics of short-termism argue that rapid trading by shareholders of public with Economic Studies companies is heavily pressuring company executives to focus on current earnings at Brookings and is rather than long-term performance. According to these critics, such a short-term also a senior lecturer at Harvard Business focus of corporate executives is exacerbated by the expanding rights of shareholders School. Prior to relative to directors and by the compensation rewards for brief increases in stock these positions, he prices. served as chairman of MFS Investment Management, vice Yet, long-termism seems alive and well in important aspects of corporate America. chairman of Fidelity Investors have gobbled up initial public offerings of fledgling companies with growing Investments, and president of Fidelity revenues and no profits—presumably on the belief that those revenues will translate Management & into profits over the next decade. Similarly, public shareholders have highly valued Research Company. shares of biotech companies, like Amgen and Genentech, which have been investing He also worked on President George W.
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Scandals and Lack of Ethics Plague
Victims suing Coca-Cola for racial discrimination in New York facilities demonstrate with families. Students, including many from NYU, demonstrate in NYC. New York Coca-Cola Plants: ‘Cesspools of Racial Scandals and Lack Discrimination’ of Ethics Plague NYU Coca-Cola Victim Since 2009, after NYU pay and often fired. Coca-Cola Victim Yvette Butler Sandra Walker What happened at The Wall Street Journal, “for violating merger reporting rules…” brought Coca-Cola back on Before Sandra Walker and As of November 15, 2013, Diller owns 4,000,000 shares of campus, numerous books, were unjustly Yvette Butler Brooklyn, New York Queens, New York res- New York University? Coke valued at $160,880,000. It’s laughable that Coca-Cola calls reports, documentary films and terminated from their jobs Diller an “independent director.” resident Yvette Butler, ident Sandra Walker was NYU was once a leader on human rights. In 2005, the lawsuits have exposed the Com- at The Coca-Cola Compa- in retaliation for speak- VXVSHQGHGEXWIRXQGLQ- pany’s widespread labor, human ny-owned bottling plant in New ing up, was unjustly QRFHQWRIFKDUJHVWKDWVKH University Senate banned the sale of Coca-Cola beverages on rights and environmental abus- York City, they already had three ÀUHGIURPKHUMREµ$V WROGDVXSHUYLVRU´<RXҋUHD campus, citing allegations of Coke’s complicity in widespread Diller’s Maserati, $1 Million O!ce es. And right here in NYU’s own strikes against them — they DUHVXOW,ORVWP\KRPH GHDGPDQµDIWHUZLWQHVVHV labor and human rights abuses in Colombia. These abuses Carpet and $469 Million Pay Grab backyard, Coca-Cola is facing are black, they are women, and DQGZLWKWKUHHFKLOGUHQ SURYHGVKHWROGWKHVXSHU- included the torture and murder of union leaders and members many lawsuits by black and they dared to speak up against KDGWRPRYHLQWRDFLW\ YLVRU<RXҋUHDUDFLVWµ<HW of their families who organized against the company’s brutal In 2010, CNET News reported that as Diller stepped down Latino workers charging racial the abuses inflicted upon them.
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Council and Participants
The American Law Institute Roswell B. Perkins, Chair of the Council Michael Traynor, President Conrad K. Harper, 1st Vice President Elizabeth Warren, 2nd Vice President Bennett Boskey, Treasurer Lance Liebman, Director Elena A. Cappella, Deputy Director Michael Greenwald, Deputy Director COUNCIL Kenneth S.Abraham Charlottesville Virginia Shirley S.Abrahamson Madison Wisconsin Philip S.Anderson Little Rock Arkansas Susan Frclich Appleton St. Louis Missouri Richard Sheppard Arnold Little Rock Arkansas Jos6 I. Astigarraga Miami Florida Sheila L. Birnbaum New York New York Allen D. Black Philadelphia Pennsylvania Bennett Boskey Washington District of Columbia Amelia H. Boss Philadelphia Pennsylvania Michael Boudin Boston Massachusetts William M. Burke Costa Mesa California Elizabeth J.Cabraser San Francisco California Hugh Calkins Cleveland Ohio Gerhard Casper Stanford California William T. Coleman, Jr. Washington District of Columbia Edward H. Cooper Ann Arbor Michigan N. Lee Cooper Birmingham Alabama Roger C. Cramton Ithaca New York Lloyd N. Cutler Washington District of Columbia George H.T. Dudley St. Thomas U.S. Virgin Islands Christine M. Durham Salt Lake City Utah Kenneth C. Frazier Whitehouse Station New Jersey George Clemon Freeman, Jr. Richmond Virginia Paul L. Friedman Washington District of Columbia Conrad K. Harper New York New York Geoffrey C. Hazard, Jr.* Philadelphia Pennsylvania D. Brock Hornby Portland Maine William C. Hubbard Columbia South Carolina Vester T. Hughes, Jr. Dallas Texas Mary Kay Kane San Francisco California Herma Hill Kay Berkeley California Carolyn Dineen King Houston Texas Carolyn B. Lamm Washington District of Columbia Douglas Laycock Austin Texas Pierre N. Leval New York New York *DirectorEmeritus Betsy Levin Washington District of Columbia Hans A.
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2020 Thomson Reuters. No Claim to Original US Government Works. 1 4
Feud over shareholder activism pits Martin Lipton vs Harvard prof 4/9/13 REUTERS LEGAL 21:21:59 REUTERS LEGAL Copyright © 2013 Thomson Reuters April 9, 2013 Feud over shareholder activism pits Martin Lipton vs Harvard prof Alison Frankel A little more than a year ago, we told you about a relatively inflammatory exchange of posts at the Harvard Law School Forum on Corporate Governance and Financial Regulation. As the catchy name suggests, the blog typically publishes very valuable but somewhat dry academic papers and law firm client alerts on the esoterica of corporate law. But last March, Martin Lipton and a couple of his partners at Wachtell, Lipton, Rosen & Katz livened things up with a memo chastising Harvard's Shareholder Rights Project, a clinic in which Harvard Law students assist institutional investors in pressing corporations to de-stagger their boards. The point of the project, which is led by Harvard professor Lucien Bebchuk, is to give shareholders a more prominent voice in board elections by permitting them to vote on all directors at once. Lipton and his partners argued that the de-staggering offensive exacerbated the destabilizing pressure of short-term, activist investor thinking. As we reported at the time, a Columbia Law School professor who served on the Shareholder Rights Project advisory board rushed to its defense, citing the valuable experience the clinic offers to students. We also reached out to Bebchuk, who told us that Wachtell's thesis was belied by empirical evidence of an association between staggered boards and lower corporate valuation. On Tuesday, the war of words between Lipton and Bebchuk flared again at the Harvard blog, with dueling posts by the Harvard prof and the Wachtell partner.
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Curriculum Vitae
SIMONE M. SEPE [email protected] CURRICULUM VITAE I. ACADEMIC APPOINTMENTS AND AFFILIATIONS THE UNIVERSITY OF ARIZONA JAMES E. ROGERS COLLEGE OF LAW Tucson, AZ Professor of Law (2015-present) Associate Professor of Law (2010-2015) UA CENTER FOR ETHICS, MARKETS, AND THE LAW Tucson, AZ Co-director (2014-present) UNIVERSITÉ TOULOUSE 1 CAPITOLE Toulouse, France Professor of Law (Part-Time) (2013-present) THE UNIVERSITY OF ARIZONA ELLER COLLEGE OF MANAGEMENT Tucson, AZ Professor of Finance (by courtesy) (2015-present) Associate Professor of Finance (by courtesy) (2011-2015) EUROPEAN CORPORATE GOVERNANCE INSTITUTE Research member (2018-present) THE UNIVERSITY OF PENNSYLVANIA LAW SCHOOL Philadelphia,PA Visiting Professor of Law (Spring 2017) UNIVERSITY OF CHICAGO LAW SCHOOL Chicago, IL Visiting Professor of Law (Spring 2016) NORTHWESTERN UNIVERSITY SCHOOL OF LAW Chicago, IL Visiting Professor of Law (Fall 2015) THE INSTITUTE FOR ADVANCED STUDY IN TOULOUSE (IAST) - TSE Toulouse, France Visiting Professor (August 2012-July 2013) Program Director in Law (August 2012-August 2018) Fellow (August 2018-Present) II. EDUCATION YALE LAW SCHOOL New Haven, CT J.S.D. (2009) LL.M. (2005) TOULOUSE SCHOOL OF ECONOMICS Toulouse, France Ph.D. Economics (Corporate Finance and Contract Theory) (2013) M. Phil (Advanced Mathematics and Economics–DEEQA) (2011) M.Sc. (Financial Economics) (2009) Page 1 of 12 UNIVERSITY OF SIENA Siena, Italy Ph.D. Law and Economics (2006) LUISS GUIDO CARLI UNIVERSITY Rome, Italy J.D. (Laurea in Giurisprudenza), summa cum laude (1998) III. TEACHING ü Business Organizations ü Contract Theory – Law & Economics (Ph.D. course in Economics) ü Corporate Finance ü Financial Regulation (Law and Finance of Banking) ü Jurisprudence (J.D.
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Harvard Roundtable on Shareholder Engagement
Harvard Roundtable on Shareholder Engagement June 16–17, 2015 Background Materials TABLE OF CONTENTS THE DEBATE ABOUT ACTIVISM ....................................................................................................... Tab 1 Short term and long term • Bite the Apple; Poison the Apple; Paralyze the Company; Wreck the Economy, Wachtell, Lipton, Rosen & Katz, February 2013 • The Myth that Insulating Boards Serves Long-Term Value, Lucian Bebchuk, April 2013 • Can We Do Better by Ordinary Investors? A Pragmatic Reaction to the Dueling Ideological Mythologists of Corporate Law, Leo Strine, May 2014 • The Long-Term Effects of Hedge Fund Activism, Lucian Bebchuk, Alon Brav and Wei Jiang, August 2013 • The Bebchuk Syllogism, Wachtell, Lipton, Rosen & Katz, August 2013 • Wachtell Keeps Running Away from the Evidence, Lucian Bebchuk, July 2014 • The Threat to the Economy and Society from Activism and Short-Termism Updated, Wachtell, Lipton, Rosen & Katz, January 2015 • Vice Chancellor Laster and the Long-Term Rule, Covington & Burling LLP, March 2015 Buybacks and repurchases • Letter from Larry Fink to S&P 500 CEOs, BlackRock, March 31, 2015 • Profits Without Prosperity, William Lazonick, September 2014 • Stock Buybacks Aren’t Hurting Innovation, Greg Satell, March 31, 2015 ENGAGEMENTS IN CONNECTION WITH ACTIVIST SITUATIONS .......................................... Tab 2 Engagements between issuers and investors (both activist and non-activist), and among investors • The Evolving Landscape of Shareholder Activism: Developments and Potential
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SPEAKER BIOS Welcome
SPEAKER BIOS Welcome Trevor W. Morrison is the Dean and Eric M. and Laurie B. Roth Professor of Law at New York University School of Law. He was previously the Liviu Librescu Professor of Law at Columbia Law School, where he was also faculty co-director of the Center for Constitutional Governance and faculty co-chair of the Hertog Program on Law and National Security. Before entering academia, he was a law clerk to Judge Betty B. Fletcher of the US Court of Appeals for the Ninth Circuit (1998-99) and to Justice Ruth Bader Ginsburg of the US Supreme Court (2002-03). Opening Remarks and Discussion Noah Joshua Phillips was sworn in as a Commissioner on the Federal Trade Commission on May 2, 2018, following his nomination by President Donald J. Trump and unanimous confirmation by the United States Senate. Before coming to the FTC, Phillips served as Chief Counsel to U.S. Sen. John Cornyn, of Texas, on the Senate Judiciary Committee. From 2011 to 2018, he advised Senator Cornyn on legal and policy matters including antitrust, constitutional law, consumer privacy, fraud, and intellectual property. Prior to his Senate service, Phillips worked as a litigator at Cravath, Swaine & Moore LLP, in New York City, and Steptoe & Johnson LLP, in Washington, D.C. Phillips began his career at Wasserstein Perella & Co., an investment bank in New York City. Phillips received his A.B. from Dartmouth College and his J.D. from Stanford Law School. Robert J. Jackson Jr. was appointed by President Donald Trump to the U.S. Securities and Exchange Commission and was sworn in on January 11, 2018.
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Development of Law Schools
Development / LAW SCHOOLS ALBANY The school moved to its current home DEVELOPMENT in 1928, adding its Schaffer Law Library LAW SCHOOL in 1986 and a 45,000-square-foot annex in WHEN THE NEW YORK LAW JOURNAL 2000. A year later, Albany Law celebrated printed its first edition in 1888, there its 100th birthday. OF LAW were five law schools in the state. Today, It is the oldest independent law school New York is home to 15 ABA-accredited in the U.S. law schools that span from Buffalo to Long SCHOOLS Island, with eight in New York City. Last year DEAN/PRESIDENT: they graduated 4,697 newly minted J.D.s. ALBANY LAW, , the state’s first institute PENELOPE ANDREWS Legal education has changed dra- for legal education, was founded in 1851 matically in the past 125 years. Lengthy by three prominent public affairs law- PROMINENT ALUMNI: apprenticeships and clerkships with law yers: Amos Dean, Ira Harris and Amasa L AWRENCE COOKE, former chief judge offices—not classroom study—were the Parker, who wanted an alternative to of New York most common paths to practice until the admitting attorneys to the state bar GOVERNOR ANDREW CUOMO mid-19th century. And until 1911, when solely on the basis of clerkships. JUDGE VICTORIA GRAFFEO, Court of the United States the New York Court of Appeals strength- By 1873, the Capital Region’s law Appeals RICHARD PARSONS, former CEO of Time ened its requirements for bar admission, school had partnered with Albany Medi- ROBERT JACKSON, former U.S. Supreme Warner; former chair of Citigroup aspiring lawyers who had graduated from cal College and Union College to form a Court justice and chief prosecutor at KATE STONEMAN, first woman admitted college needed to complete only two years loose alliance known as Union Univer- the Nuremberg War Crimes Trials to New York bar (1898) of law school to sit for the bar exam.
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Al-Qaida: a Prospective Counterterrorism Aumf
DATE DOWNLOADED: Sun Sep 26 09:53:29 2021 SOURCE: Content Downloaded from HeinOnline Citations: 93 N.Y.U. L. Rev. 1884 2018 -- Your use of this HeinOnline PDF indicates your acceptance of HeinOnline's Terms and Conditions of the license agreement available at https://hn3.giga-lib.com/HOL/License -- The search text of this PDF is generated from uncorrected OCR text. -- To obtain permission to use this article beyond the scope of your license, please use: Copyright Information AFTER AL-QAIDA: A PROSPECTIVE COUNTERTERRORISM AUMF JOHN WYNNE* In the wake of the September 11th attacks, Congress passed the Authorization for Use of Military Force (2001 A UMF), which authorized the President to use mili- tary force against the responsible parties, namely al-Qaidaand the Taliban. How- ever, with al-Qaida now diminished, the 2001 A UMF, due to its explicit 9/11 focus, cannot continue to credibly provide the legal foundation for U.S. counterterrorism strategy against threats posed by new terror organizations. As other legal options fail either to restrain unilateralexecutive branch action or to legitimize the use of force, enacting a new counterterrorism-focusedauthorization for use of military force (A UMF) is the best method for enabling, while still controlling, the necessary use of military force against terroristgroups. Part I of this Note will examine the ways in which the 2001 A UMF, the President's Article II powers, and non-military options are alone each insufficient to effectively address new terror threats. Part II will demonstrate why a new statutory A UMF is the best path forward by analyzing the strengths of the 2001 A UMF in both enabling and constrainingthe use of force.
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Professor Berle and the Unpredictable Shareholder
Then and Now: Professor Berle and the Unpredictable Shareholder Jennifer G. Hill† INTRODUCTION If it is true that all roads once led to Rome, it is equally true that in corporate law, all paths radiate from Adolf A. Berle, Jr. Professor Berle’s scholarship was also riveting in his own era. His seminal work with economist Gardiner Means, The Modern Corporation and Private Property,1 was truly radical at the time of publication in 1932. Its inter- disciplinary nature was ahead of the times,2 with one contemporaneous reviewer describing the book as “epoque shattering.”3 It is difficult to overstate the influence of Professor Berle’s work. In 1984, more than fifty years after The Modern Corporation and Private Property’s publication, Roberta Romano claimed that it was the last ma- jor work of original scholarship in corporate law in terms of its power “to rechannel public discourse.”4 She also noted that the book invariably provided the starting point for all corporate law debate.5 Other scholarship by Professor Berle proved to be similarly influen- tial. His famous debate with E. Merrick Dodd on the nature of directors’ † Professor of Corporate Law, University of Sydney; Visiting Professor, Vanderbilt Law School; Research Associate, European Corporate Governance Institute. I am grateful to Cornelius Bader for helpful references and to Alice Grey for her excellent research assistance in relation to sections of this paper. All errors are my own. Funding for this research was provided by the University of Sydney and the Australian Research Council. 1. ADOLF A. BERLE, JR. & GARDINER C.
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The New Paradigm: a Roadmap for an Implicit Corporate Governance
INTERNATIONAL BUSINESS COUNCIL OF THE WORLD ECONOMIC FORUM The New Paradigm A Roadmap for an Implicit Corporate Governance Partnership Between Corporations and Investors to Achieve Sustainable Long-Term Investment and Growth Document prepared by Martin Lipton, Lawyer, Wachtell Lipton Rosen & Katz1 The “New Paradigm” is an emerging corporate governance framework that derives from the recognition by corporations, their CEOs and boards of directors, and by leading institutional investors and asset managers (“investors”), that short-termism and attacks by short-term financial activists significantly impede long-term economic prosperity. The economic impact of a short-term myopic approach to managing and investing in businesses has become abundantly clear and has been generating rising levels of concern across a broad spectrum of stakeholders, including corporations, investors, policymakers and academics. The proposition that short-term financial activists and reactive corporate behavior spur sustainable improvements in corporate performance, and thereby systemically increase rather than undermine long-term economic prosperity and social welfare, has been overwhelmingly disproved by the real world experience of corporate decision-makers as well as a growing body of academic research. This emerging consensus has reached a tipping point, and decisive action is imperative. The New Paradigm is premised on the idea that corporations and institutional investors can forge a meaningful and successful private-sector solution, which may preempt a new wave of legislation and regulation such as adumbrated in the recent policy statement by Prime Minister Theresa May in the U.K. In essence, the New Paradigm recalibrates the relationship between public corporations and their major institutional investors and conceives of corporate governance as a collaboration among corporations, shareholders and other stakeholders working together to achieve long-term value and resist short-termism.
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