Disney turns to father of `poison pill'
Merger-defense lawyer Lipton will lead fight against Comcast
By Walter Hamilton | Los Angeles Times
Posted February 15, 2004
NEW YORK -- The man who perfected the art of battling hostile takeovers faces one of his biggest challenges in helping the Walt Disney Co. fend off Comcast Corp.
In hiring Martin Lipton, 72, Disney has not only gotten the country's pre-eminent mergers and acquisitions defense lawyer, it has sent the message that it will fight hard against Comcast's unsolicited bid.
"It's a clear signal to Comcast that, 'we're going for the big guy and we're going to fight,' " said John F. Olson, a partner at Gibson Dunn & Crutcher in Washington who has known Lipton for years.
Lipton is best known for crafting the so-called "poison pill," an anti-takeover strategy that was popular in the debt-soaked merger binge of the late-1980s, when leveraged buyouts gave small and sometimes financially shaky companies the ability to pounce on more established rivals.
Poison pills try to dissuade unwanted suitors by making mergers prohibitively expensive. For example, a pill could require a company to pay a "super" dividend, thus pushing up the price a potential acquirer would have to shell out.
The prominence of poison pills has receded in recent years, in part because many late-1990s deals were friendly and in part because poison pills were criticized as sheltering entrenched managements at the expense of shareholders. (Disney does not have a poison pill.)
But Lipton, who co-founded his New York firm, Wachtell Lipton Rosen & Katz, has remained an éminence grise of the corporate world. His firm has been a key adviser to scores of companies and Lipton has become a consigliere of sorts to some top executives.
Friends and legal associates describe him as quietly effective, particularly when it comes to mergers and acquisitions. They say Lipton commands attention through a calm demeanor and the dint of intellect.
"He's not contentious in the way that many lawyers are, especially in the world of M & A," said Stephen Gillers, a law professor at New York University, where Lipton is chairman of the school's board of trustees.
For Lipton, representing Disney may hold particular appeal.
Lipton took a rare public-relations bruising during last year's furor at the New York Stock Exchange over former chairman Richard Grasso's outsized pay package.
It was revealed that Lipton dispensed legal guidance to Grasso even though he was a formal adviser to the exchange. Some critics saw that as a conflict of interest.
The criticism was a slap for Lipton, whose reputation had been that of a defender of companies against corporate raiders.
Lipton is thought to be one of New York's best-paid lawyers, and his clients include some of Wall Street's top players.
Lipton's clientele includes Felix Rohatyn, the longtime investment banker who is advising Disney. Lipton also advised Sanford Weill, the former chief of Citigroup, during that company's involvement in a stock-analyst furor.
Walter Hamilton is a reporter for the Los Angeles Times, a Tribune Publishing newspaper.
Copyright © 2004, Orlando Sentinel
http://www.orlandosentinel.com/busi...feb15,1,4970564.story?coll=orl-home-headlines
Merger-defense lawyer Lipton will lead fight against Comcast
By Walter Hamilton | Los Angeles Times
Posted February 15, 2004
NEW YORK -- The man who perfected the art of battling hostile takeovers faces one of his biggest challenges in helping the Walt Disney Co. fend off Comcast Corp.
In hiring Martin Lipton, 72, Disney has not only gotten the country's pre-eminent mergers and acquisitions defense lawyer, it has sent the message that it will fight hard against Comcast's unsolicited bid.
"It's a clear signal to Comcast that, 'we're going for the big guy and we're going to fight,' " said John F. Olson, a partner at Gibson Dunn & Crutcher in Washington who has known Lipton for years.
Lipton is best known for crafting the so-called "poison pill," an anti-takeover strategy that was popular in the debt-soaked merger binge of the late-1980s, when leveraged buyouts gave small and sometimes financially shaky companies the ability to pounce on more established rivals.
Poison pills try to dissuade unwanted suitors by making mergers prohibitively expensive. For example, a pill could require a company to pay a "super" dividend, thus pushing up the price a potential acquirer would have to shell out.
The prominence of poison pills has receded in recent years, in part because many late-1990s deals were friendly and in part because poison pills were criticized as sheltering entrenched managements at the expense of shareholders. (Disney does not have a poison pill.)
But Lipton, who co-founded his New York firm, Wachtell Lipton Rosen & Katz, has remained an éminence grise of the corporate world. His firm has been a key adviser to scores of companies and Lipton has become a consigliere of sorts to some top executives.
Friends and legal associates describe him as quietly effective, particularly when it comes to mergers and acquisitions. They say Lipton commands attention through a calm demeanor and the dint of intellect.
"He's not contentious in the way that many lawyers are, especially in the world of M & A," said Stephen Gillers, a law professor at New York University, where Lipton is chairman of the school's board of trustees.
For Lipton, representing Disney may hold particular appeal.
Lipton took a rare public-relations bruising during last year's furor at the New York Stock Exchange over former chairman Richard Grasso's outsized pay package.
It was revealed that Lipton dispensed legal guidance to Grasso even though he was a formal adviser to the exchange. Some critics saw that as a conflict of interest.
The criticism was a slap for Lipton, whose reputation had been that of a defender of companies against corporate raiders.
Lipton is thought to be one of New York's best-paid lawyers, and his clients include some of Wall Street's top players.
Lipton's clientele includes Felix Rohatyn, the longtime investment banker who is advising Disney. Lipton also advised Sanford Weill, the former chief of Citigroup, during that company's involvement in a stock-analyst furor.
Walter Hamilton is a reporter for the Los Angeles Times, a Tribune Publishing newspaper.
Copyright © 2004, Orlando Sentinel
http://www.orlandosentinel.com/busi...feb15,1,4970564.story?coll=orl-home-headlines
