Marty Lipton Cup of Soup

Although completely plausible given his superhuman tendencies and the fact that he invented the poison pill (he invented the friggin thing!!!!), there is no truth whatesoever to the popular belief that Marty Lipton, in fact, invented/and or owns the Lipton Cup-a-Soup. That the namesake of this popular and affordable freeze-dried snack also happens to be Lipton, is but a mere coincidence. And when you think about it, their names are but the only thing that Marty Lipton and Lipton Cup-a-Soup have in common. For example:

1. Marty Lipton is a high powered M&A attorney who is at the top of his profession and is widely heralded as the greatest corporate lawyer of his generation (much to the chagrin of Joe Flom). Lipton Cup-a-Soup is a cheap foodstuff primarily marketed to stoners and financially strapped college students (that Cup-a-Soup is not marketed to corporate executive/general counsel set would explain why Marty's cuddly mug hasn't been plasted all over the damn thing yet).

2. Marty Lipton invented the poison pill. Cup-a-soup didn't invent anything, and in fact, is an inanimate object (soup).

3. "Cup-a-soup" is also slang for a practical joke where the prankster takes their hand, places it near their rear end, and then proceed to fart. The prankster then quickly cups/shovels the air mass towards someone's face, usually a unsuspecting victim. (depending on the intensity of the smell, it may qualify as a "cup-a-chili"). Not only is Marty Lipton not a "practical joke", but in fact, he has never farted (or urinated or defecated for that matter), because his body uses and burns 100% of the sustenance that is placed in it, and thus does not produce any waste product at all. In other words, Marty Lipton is the perfect engine (more on this later!).

4. Contrary to popular belief, Cup-a-Soup does, in fact, have a shelf life (of 8 years). Marty Lipton has no shelf life (nor even a "half-life"). Indeed, he is immortal, and is impervious to conventional weaponry (unlike, say, Paul Roth, who's weakness is said to be cotton candy).

So as you can see, all that Marty Lipton and Lipton Cup-a-Soup have in common is the name "Lipton." We do have it (on information and belief), that Marty Lipton did come up with a recipe for a mean southern maize (you call it corn) chowder (and we are currently trying to get our hands on the recipe) back in the early 90's when the M&A market was slowed by recession and Lipton found himself with some time to kill, but we question the veracity of this rumour given Lipton's purported hatred of all cereal grains.

Panda Joe

It’s no secret that Lipton’s M&A group is one of his firm's most lucrative practice areas (Herb Wachtell’s slip and fall practice group is a close second). We hear that the average partner at Lipton and Associates pulls in well north of $3.5 million a year. If that is what the average partner is bringing home, imagine how fat Lipton’s bankroll is! Though we haven’t audited Lipton’s bank account as of late, we’d guess that Marty has eight zeros on his paycheck (he isn’t getting paid in pesos either).

With that sort of disposable income, Lipton can afford virtually any luxury item his heart so desires. According to one spy, during the 80s, Lipton had a penchant for collecting rare and exotic animals. His collection supposedly includes a Bengal tiger, a mako shark, and a dozen flamingos. In 1987, when Lipton was unable to acquire a rare giant panda from a Beijing zoo, he hired Joe Flom to dress up in a panda suit for two weeks and live in a specially designed Panda habitat that Lipton built in his yard. That’s right, Marty Lipton brings home so much bacon that he can afford to pay Joe Flom (who at the time billed out a whopping $150 an hour) to wear a panda suit and live in Lipton’s yard for two weeks straight. That’s over $67,000 for a temporary panda. Joe Flom, who was nowhere close to his monthly billing quota, was happy to take the gig.

Lipton, always the consummate philanthropist, invited a group of underprivileged children to his home to watch the clumsy Flom play in a kiddie pool and consume massive quantities of bamboo. Though timid at first, Flom was coaxed from his den with a giant frozen treat consisting of apples, pears, and bamboo frozen in beet juice and water. Word around the campfire is that Lipton even allowed several children to ride the wild beast (Joe Flom).

If nothing else, this quaint anecdote shows that although Marty sure knows how to rake it in, he is not afraid to give a little back to those who are less fortunate (just to clarify, we are not referring to Joe Flom).

Mailbag

Since the launch of The Poison Pill, we’ve been getting quite a few questions from you, our loyal readers. If nothing else, this website has confirmed that we are not the only Marty Lipton devotees out there. While we value all your opinions and questions, unfortunately we can’t get to everyone. But if you keep asking, we’ll keep writing. Thanks.

Q: Is it true that there is a competing Joe Flom blog out there?

Bill
Pacoima, CA

A: We’re not sure Bill. It seems unlikely though. Who would actually be interested in Joe Flom? What could the blog’s author possibly write about? Its not as if Joe Flom invented the poison pill. If it does exist, it probably won’t be around for too much longer.

Q: My daughter was bitten by a vicious pitbull. Does Marty Lipton handle dog bite cases?

Lynne
Toledo, Ohio

A: Great question Lynne. Though we hear that WLRK has a terrific negligence department, Marty is a corporate attorney. Herb Wachtell on the other hand is a stupendous litigator. Maybe he will take the case.

Q: I am an insurance adjustor for a regional insurance company that underwrites grocery stores, chain restaurants, and strip clubs on Long Island. We like to pay between $125 and $175 an hour to the firms on our panel. Does Marty Lipton charge similar rates?

Glenn
Garden City, NY

A: Glenn, Marty may be a little out of your price range. Keep in mind that he is a corporate attorney. Herb Wachtell, however, may be able to help you. Herb, I think this is your lucky day!

Q: I am 1st Year law student at Pace University and am thinking of submitting my resume to WLRK. To be honest with you, I’m not sure it is the place for me. What sort of perks do they offer?

Ronald
White Plains, NY

A: In 1988, they converted the law library into a game room. It’s totally rad! In fact, they recently purchased a Galalga arcade game. Sweet! That’s not all. According to The Vault, they have a frozen yogurt machine. It's unclear, however, whether its attonreys have to pay for the frozen yogurt.

Q: Did Marty Lipton invent anything other than the poison pill?

Dwight
Buffalo Grove, Ill.

A: He invented casual weekends. This means that you can wear kakis and a polo shirt into the office on Saturday and Sunday.

ID4: The Marty Lipton Story

Apparently, we’re not the only ones with a not so secret man-crush on kingpin M&A lawyer, Marty Lipton. Sir Marty has become a cultural icon engrained in the American psyche. He has become a symbol of all that is American. Proof positive of his popularity is the fact that over the past 25 years, there have been at least a dozen Marty Lipton inspired Hollywood films. One that comes to mind is the 1996 blockbuster and Oscar winner, Independence Day.

Grossing $816,969,268 at the box office, Independence Day, or ID4 as it is slickly referred to, proves that Marty Lipton and his edge of the seat theatrics appeal to a diverse audience, not just Wall Street suits, international financiers, and economic wonks. That’s right, America paid close to a billion dollars to stuff their collective pie holes with popcorn and experience a small slice of that which is Marty Lipton.

ID4 (Which makes perfect sense if you think about it) is a thinly veiled homage to Marty Lipton. It is the story of one brave man who rebuffed a hostile takeover of epic proportions using nothing more than his raw wits and yes, a poison pill! After several large extra terrestrial (pill shaped) disks engulf earth’s major cities, cable repair man David Levinson (superbly played by Jeff Goldblum) has the foresight to realize that what at first appears to be a friendly tender offer, is really a hostile takeover. As the plot unfolds, it is reveled that the acquirer is determined to “liquidate” earth of all its recourses before moving on to its next “target.” In the process, the “looters” have no qualms about issuing “pink slips” to the human race.

When mankind is unable to fend of the acquirer with convention weapons, Levinson takes matters into his own hands. In the final showdown, ID4’s “white knight” covertly infiltrates the raiders “parent” ship and successfully fends off the takeover plot by uploading a computer virus (a “Poison Pill”). So simple yet so elegant.

Not only is ID4 a thrilling roller coaster ride through a day in the life of Marty Lipton, it removes all doubt as to whether Marty Lipton could quash an invasion of aliens in spaceships several miles in diameter and armed to the teeth with green lasers.

Marty Lipton's Famous German Potato Salad

Though best know for his representation of blue chip corporate clientele in the high stakes world of mergers and acquisitions, Marty Lipton commands respect in both the kitchen and the board-room. That’s right, when not fending off hostile tender offers, Marty dabbles in the culinary arts and has become quite the gourmet cook.

Perhaps Marty’s most popular gastronomic creation is his famous German potato salad. Marty perfected his recipe one day after getting into a heated debate with Joe Flom over who was the more accomplished harmonica player. In order to blow off some steam, Marty retired to the firm’s commissary where he whipped up a little something. Reminiscing of his youth, summering in Nantucket, and that time he challenged Joe Flom to an arm-wresting match, Marty created something on par with the now infamous poison pill; Marty’s famous German potato salad.

The perks of working for Lipton are no longer limited to grossly insane midyear bonuses and access to the firm’s renowned game room (now featuring a Golden Tee Golf Live). Associates are often rewarded for clocking in 3000 hours a year with late night visits from Lipton and his famous German potato salad. We also hear that Lipton likes to surprise clients with a batch of the delectable dish.

INGREDIENTS

6 potatoes
6 slices bacon
1 tablespoon all-purpose flour
2 tablespoons white sugar
1/3 cup water
1/4 cup white wine vinegar
1/2 cup chopped green onions
salt and pepper to taste

DIRECTIONS

1. Bring a large pot of salted water to a boil. Add potatoes; cook until tender but still firm, about 15 minutes. Drain, cool and chop.

2. Place bacon in a large, deep skillet. Cook over medium high heat until evenly brown. Drain, crumble and set aside. Reserve bacon fat.

3. Add the flour, sugar, water and vinegar to skillet and cook in reserved bacon fat over medium heat until dressing is thick.

4. Add bacon, potatoes and green onions to skillet and stir until coated. Cook until heated and season with salt and pepper.

5. Serve warm to hungry associates on the tail end of a 72 hour document review.

Do These Come in a Size 6?

The Law Offices of Marty Lipton (a.k.a WLRK) is known as the top M&A shop in the country (the M&A department often overshadows its lesser known and certainly less lucrative landlord tenant practice group). Lipton didn’t earn this reputation by accident. Though Lipton’s tenacity in the boardroom certainly helps, his corporate A-List clients are often most impressed with the firm’s understanding of rudimentary financial principles.

According to one C.E.O., “You’d be surprised how many corporate attorneys don’t know the difference between debt and equity. I was once asked by a prominent M&A attorney if an ‘L.B.O’ is a type of sandwich. I guess I can see how someone could confuse an ‘L.B.O.’ with a ‘B.L.T.”…I don’t know, I just expected a little more.”

Lipton took note of his clients’ needs. Unlike other Wall Street Firm’s, Lipton insists that his attorneys possess an understanding of corporate finance. He often encourages his associates to role up their sleeves and get dirty (This may explain the recent implementation of casual weekends at the firm). We hear that first year associates are required to attend a number of lectures, seminars and even field trips. According to one associate, “Though I enjoyed the speaker on high yield debt, I really learned the most from our trip to the women’s shoe sale at Saks Fifth Avenue.”

Leave it to corporate law guru Marty Lipton to unhinge the wealth of knowledge that one can gain by observing the carnage of a women’s shoe sale. Pure genius!

In 1987, the summer associate’s annual field trip to the N.Y.S.E was cut short when the stock exchange was unexpectedly closed for renovations. “We were really disappointed when we got there and the stock exchange was closed,” lamented one summer associate. Rather than returning to Lipton’s midtown Manhattan offices for an afternoon of document review, Lipton instructed the bus driver to take them to Saks Fifth Avenue. That’s right, Saks Fifth Avenue!

Though undoubtedly puzzled by Lipton’s decision to re-route the field trip to a department store, the astute summer associates quickly realized that Lipton had made a calculated gambit that was about to pay out great dividends (ironically, they had no idea what a dividend was prior to that day). What has the same feverish intensity of the N.Y.S.E’s trading floor? Where else does business acumen, or any sort of acumen for that matter, play second fiddle to cutthroat instincts? What makes the floor of the Chicago Mercantile Exchange look like Pee Wee’s Playhouse? A women’s shoe sale!

The sound is deafening. Tissue paper litters the ground. Women frantically gesture across the “pit,” indicating their shoe size to sales associates. “It’s kill or be killed. Take no prisoners!” exclaimed one woman set on “bidding” on a pair of designer pumps that were 50% off.

Since that fateful summer day, the Saks Fifth Avenue semi-annual women’s shoe sale (up to 50% off with friends and family) has become an institution for WLRK summer associates. The summer associate educational program also includes a trip to Ben Benson’s steakhouse, the Empire State Building’s observation deck, and European bottle service at the Sound Factory Nightclub.

Liptonite

As you should well know--not only from reading this site, but just generally from being alive in this world--Marty Lipton is completely impervious to conventional weaponry. Indeed, Mr. Lipton has been known, on more than one occassion, to have successfully evaded the poison-tipped arrows of professional expert bowmen hired by disgruntled venture capitalists whose LBO plans had been foiled by one of Lipton's numerous, ingenious takeover blocking devices (usually the poison pill, which, incidentally, he invented). We have also heard, though we cannot confirm (if you can confirm, please write to us!) that Mr. Lipton once took a blow to the skull by a mace wielded by none other than T. Boone Pickens himself, and that not only did it not cause a single bit of injury to Lipton, but that Mr. Lipton subsequently blew Pickens and his wiry cronies away by belting out a mean, falsetto version of Petula Clarke's classic showtune "Downtown".

That Marty Lipton has consistently been able to breeze away from death's fiery grips does not, however, mean that the man is not without a weakness. And after much experimentation over the years, through countless trials and tribulations, a loosely organized collective of Lipton's mortal enemies (known as "Lipton Service") led by Joe Flom, was able to discover that weakness, and subsequently worked to exploit it--by developing a substance against which Marty Lipton would be indefensible. A substance that is now popularly known as "Liptonite."

For many years, the precise chemical makeup of Liptonite was a closely guarded secret. This week, however, after countless hours spent trying, we at the Poison Pill were finally able to "turn" one of the members of Lipton Service, and force him to reveal to us the exact molecular structure of Liptonite. You can imagine our surprise, then, when we discovered that Liptonite is, in fact, a kosher fatty corned beef sandwich on rye, with a pat of deli mustard and a half-sour pickle.

According to our source, it took the Lipton Service nearly a decade to come to grips with the fact that Marty Lipton is, quite simply, a giant among men, and that he is for all intents and purposes, unflappable. It was at a charity luncheon given by the Better Business Bureau at which Joe Flom witnessed Marty Lipton return to the meat carving station a record seven (7) times, that he realized that there was only one way to bring Marty Lipton down--through use of the salted and cured meats. Within a year, scientiests employed by the Lipton Service had synthesized Liptonite, and soon thereafter, Flom and his lackeys were employing it in their evil scheme to divert a portion of Mr. Lipton's business, to themselves.

Indeed, Joe Flom is said to have a schmorgasbord of kosher deli meats prepared and ready whenever Marty is headed over to 4 Times Square to attend a meeting, in the hopes that, if only for a brief instant, he will be distracted enough to say something that is only partially brilliant. In a similar vein, corporate raiders from Texas are known to travel at all times with portable crock-pots filled with hot barbeque brisket, on the off chance that Lipton may appear and attempt to thwart their takeover efforts.

Reasonable experts do disagree, however, on the extent to which Liptonite works to weaken Marty Lipton. One unnamed Lipton Service scientist has attested (off the record), that not only does Liptonite work to temporarily blind Lipton, but that it can cause him to loose focus for up to ten minutes at a time. We at The Poison Pill highly doubt the legitimacy of such obviously self-serving sentiments, and side with those experts who have stated that Liptonite only works to make Mr. Lipton mildly fatigued (for periods of up to 30 seconds) immediately upon ingestion.


One thing is clear, however--Liptonite does work. Which is a real problem, because, as we see it, in order for this world to operate at its optimum efficiency, Marty Lipton needs to be at the top of his game (at 250%)all the time, as opposed to the 247.45% at which he operates under the influence of Liptonite. So as ardent suppporters of his work, we strongly urge you not to approach Mr. Lipton and offer him corned beef, or any other type of salted and cured meat, on rye. If you can keep your grubby little hands out of the deli meat and refrain from doing so, we are certain that within weeks, we will have peace in the middle east.

Wall Street Journal Smears Marty Lipton in the Name of Hedge Fund Lackey

With its tendency to tiptoe the line between good and bad taste, we at the Poison Pill have always taken The Wall Street Journal and its tabloid style of reporting with a grain of salt. Just when you though they couldn’t sink any lower, The Journal and its hack editorial staff have found a way to even outdo themselves. In our opinion, The Journal’s latest half baked attempt at journalism is not only in poor taste, it is downright defamatory. If nothing else, The Journal’s sleazy reporting suggests that that it appeals to the most prurient of interests.

According to a recent Journal article, Paul Roth of the law firm Schulte Roth and Zabel, is now being referred to as the “Marty Lipton of the hedge fund industry.” In case you weren’t paying attention, The Journal has the chutzpah to compare Paul Roth to the great Marty Lipton. Yes, we know, it’s completely and utterly appalling that Paul Roth’s name would be mentioned in the same sentence as Marty Lipton let alone compared to the harrowed corporate attorney. Don't take our word for it though. Here's the link: http://online.wsj.com/article/SB113624296362135905.html?mod=todays_us_money_and_investing

While we prefer to avoid wasting out time by pointing out the obvious, take note WSJ, and let us teach you a thing or two about the man the Mexican people refer to as El Caballero; Senor Marty Lipton.

Lipton v. Roth

1. Last time I checked, it was Marty Lipton, not Paul Roth who invented the poison pill! How many ingenious takeover defense mechanisms has Paul Roth invented? Lipton 1: Roth 0

2. Rumor has it that Roth has a clammy handshake. Lipton 2: Roth 0

3. We hear that Marty Lipton is an accomplished ballroom dancer and has taken an interest in Salsa dancing. Paul Roth can do the “mashed potato.” Lipton 3: Roth 0

4. Some say that in 1989, Lipton swept Joe Flom in a best out of seven Tecmo Bowl tournament. Get this, Flom’s team was the unbeatable Niners while Lipton used the mediocre Tama Bay Bucs. I didn’t even know that Tampa Bay was a city. Lipton 4: Roth 0

5. Roth represents hedge funds, the dreck of the financial community. They are one notch above a Costa Rican online sports book. What’s the collection rate on your receivables Mr. Roth? Are your clients paying you with comps to the buffet? Lipton 5: Roth 0

6. Marty Lipton could be a pro Frisbee golfer. 6: Roth 0

7. According to one hedge fund manager, Roth’s office smells like a combination of moth balls and lunch meat (Mortadella!). Lipton 7: Roth 0

8. Marty Lipton has a dynamite German potato salad recipe (more on this later).

Final Score: Lipton 8: Roth 0

Litigating Their Way Out of a Paper Bag

The Law Firm of Marty Lipton (otherwise known as "WLRK"), is known throughout the world as a corporate powerhouse. What many people don't know , however, is that WLRK also has a stellar litigation department. Although some say that the WLRK litigators are the "red headed stepchildren" of their corporate bretheren, by way of the transitive property and simple deduction, we will prove that they are ANYTHING but:

The WLRK litigation department is led, at least in spirit, by named partner Herb Wachtell. In the firm's moniker, the name Wachtell appears before--yes, BEFORE--the name Lipton. Marty Lipton, if you didn't know, invented the poison pill (yes, that's right, he invented it, for Christ's sake!!!!!). In other words, Wachtell's name appears before the name of the man (the myth, the legend) who invented the poison pill!!!

If Wachtell and his legions of litigators were, in fact, but mere shadows of their corporate bretheren over at WLRK, Marty Lipton, who is known and revered not only for having defeated countless hostile takeover attempts using THE most innovative and creative strategies ever employed in the M&A world (including but not limited to successfully defending against an LBO by defeating a corporate raider in a jalapeno pepper eating contest) but also for potentially being superhuman (not to mention being rumoured to be a superb lobster fisherman), would not let the name of their leader appear before his in the title of the firm. Now, we don't understand AT ALL why Lipton hasn't just changed the name of the firm to something more simple, like "Marty Lipton . . . Boo" -- something that reflects the fact that the legend that is Marty Lipton is on the premises--but seeing that he hasn't, we can only surmise that he's let Wachtell keep his name at the front of the title because Wachtell and his minions are superior litigators who could in fact litigate their way out of a paper bag with the best of em.

Well, either that or the fact that Wachtell, a no non-sense litigator himself, could potentially seek to have Lipton cobbled if he were to change the name of the firm, and cobbling is a fate worse than death to a reputed ballroom dancing lover such as Lipton.

Cavities Beware: There's a New Toothpaste in Town, and Its Name is Marty Lipton

We’re convinced that fabled M&A top gun, Marty Lipton, has brand appeal beyond the suspenders and bowtie set, whatever that may be. You put Marty Lipton’s stamp of approval on any product, we guaranty that product will fly off the shelves faster than you can say “scorched earth defense.” Take note Proctor & Gamble, parent company of Crest, you might consider making room for Marty Lipton Brand Toothpaste. In case you have any doubts, allow us to explain:

1. Marty Lipton defends against hostile takeovers where billions of dollars are at stake. We think he can tackle a few cavities.

2. Though Marty Lipton has no dental background, we're pretty sure that he could breeze through dental school in a matter of weeks. Marty Lipton went to the University of Pennsylvania’s famed Wharton School of business for crying out loud! Wharton makes dental school look like a Learning Annex knitting seminar.

3. Did we mention he invented the poison pill!

4. I don’t know about you, but I’d rather have Marty Lipton, the man who invented the poison pill, working on my teeth than some hack dentist.

5. Marty Lipton usually requires a seven figures retainer. That’s right, he’s so good that his clients are willing to shell out over a million dollars just to have the guy on call. A million dollars! Can you imagine the damage you could do with that kind of loot at the McDonald’s dollar menu? At $9.99, Marty Lipton Brand Toothpaste would be a relative bargain. It would be foolhardy not to purchase Marty Lipton Brand Toothpaste, even if you never brush your teeth.

6. Unless you live on a Mormon Fundamentalist compound in Southern Utah, Marty Lipton has become a household name, a symbol of all that is American. It would be unpatriotic if not down right treasonous not to buy Marty Lipton Brand Toothpaste.

7. If you don’t buy Marty Lipton Brand Toothpaste, you’re essentially against the troops! So, yes or no, do you support the troops?

8. If the muppet babies can move a few units of toothpaste, imagine what famed M&A baron Marty Lipton could do.

Marty Lipton and the Missing Manuscript

For some time, rumour had it that J.K. Rowling, creator of the "Harry Potter" series of books, actually stole the basic idea for her best-selling novels, from a missing, unpublished manuscript penned by famed M&A attorney Marty Lipton, entitled "Freddy Pudder and the Poison Pill." The story, allegedly about a young, Lipton-esque, magical boy who could defend against (and ultimately defeat) hostile corporate takeovers using only his mind, was supposedly slated for publication in 1981, but was pulled from the presses just prior to printing, allegedly by Mr. Lipton himself, who after much soul searching, decided the many strategies and secrets used in the book by Freddy Pudder to defeat the Evil C. Poone Snickens, should not be so freely exposed, and would be put to better use by large, multi-national corporations. It seems to be no coincidence then, that only one year later, in 1982, Mr. Lipton invented and revealed to the world, the poison pill, perhaps the greatest inovation in M&A law in the entire 20th century. Yes, you heard correctly, he invented the poison pill!

Almost 25 years later, J.K. Rowling and her "Harry Potter" series has netted the british born author over one billion dollars and accolades for her innovative plots and original characterizations. But people "in the know" know that the real genius behind the series--and indeed, the real genius behind most great human achievements over the last 25 years--is, in fact, Marty Lipton, or as the Spanish call him, "el inventor de la píldora de veneno."

It Ain't No Thing

How effective is the Law Office of Marty Lipton (a.k.a WLRK) at stopping corporate raiders in their tracks? We’ll tell you! Marty Litpon can literally stop a hostile takeover by doing, get this, absolutely nothing. He’s that good. Now, you’re probably thinking to yourself that this must be a slight exaggeration. Are we really supposed to believe that Marty Lipton’s corporate clients shell out millions of dollars annually for him to do nothing? Believe it!

Though Marty Lipton has earned the reputation of being a tenacious pitbull in the board room (as well as on the dance floor), Marty has recently taken a more laid back, though equally effective, approach to combating hostile corporate takeovers. Instead of assembling minions of overworked associates for a war of attrition, Marty does absolutely nothing! In case you just tuned in, Marty Lipton is so cunning and innovative that he can make a billionaire greenmailer wet his bed by, yes, yes, doing absolutely nothing!

Here’s how it works: After getting wind of a hostile takeover bid, the target corporation sends the ruthless corporate raider a letter. The letter is short and to the point. In fact, it usually contains two words: “MARTY LIPTON.” It also became a customary practice to include a fruit basket. The usual result is that the acquiring party suddenly has a change of heart, and withdraws its takeover bid. Are you thinking what I’m thinking? Marty Lipton has become so feared that the mere mention of his name will send would be corporate looters running for the hills. Rather than face certain death (sometimes by way of Mexican foodstuffs), most believe that is better to retreat and live to fight another day. Genius I tell you!

Rumor has it that this defensive tactic has become so effective, clients merely pay Lipton an annual (seven figure) retainer to use his name. In most cases, Marty Lipton doesn’t even know of the threatened takeover. As a result, Marty has been able to free up some of his time to engage in leisure activities. Though unconfirmed, we hear that Lipton has taken up salsa dancing. He has also installed a Ms. Pacman machine, a ping pong table, and foosball game in his office (pictured above).

So there you have it. Marty Lipton has a new trick up his sleeve: Nothing!

Martimus Prime

With the Transformers being all the rage of late (why we aren't discussing the "Gobots" is anybody's guess), a number* of readers have written to us asking if we think that the almighty Marty Lipton could defeat Optimus Prime (the most legendary of all Transformers (i.e. the "Marty Lipton" of the Transformer world)) in a "battle." Well, kind sirs, this is a very complicated question, more complicated than you could know, and hence, our response is complicated as well.

First off, what type of "battle" are we even talking about here? If this is a "battle of wits," we have no doubt that our main man Marty would reign supreme. Similarly, if it were a "ballroom dancing battle," given what we've heard about Marty's keen ability to "shake a leg," we doubt that Optimus Prime would have a prayer, given that he is half truck and all. And of course, if it werer a Jalapeno eating "battle," there's no doubt that Marty Lipton would prevail--not only because he is rumoured to be a proven Jalapeno eating champion, but also because Transformers, Prime included, are widely known to be allergic to Mexican foodstuffs (why Prime would thus ever enter into a Jalapeno eating "battle" with Lipton will remain a mystery).


But if it were a "racing battle," much to our chagrin, we would have no choice to go with Optimus Prime, because, after all, the dude IS half truck, and Marty Lipton, although a living legend for, among other things, having invented the poison pill (yes, he invented it!!!), is still considered a mere mortal. Although we are certain that in time, this will be proven otherwise, and Marty Lipton--who is already known to be impervious to traditional weaponry--will be accepted as super-human, we doubt that there are any circumstances in which he would be able to keep up with a 16 wheeler, on foot.

Given the context of question posed, however, we are fairly sure that the writer meant a "battle" as in a fight. If this is indeed what you meant, lawdude1973@bigfoot.com, here is what we have to say: how naive can you possibly be??? Even in the most hypothetical of hypothetical worlds, Marty Lipton and Optimus Prime would never fight each other, for they are allies, not enemies. As counsel of choice for multi-national conglomerates defending against hostile takeovers, and as the leader of the Autobots, a faction of heroic robots from the planet Cybertron who wage their battles to destroy the evil forces of the Decepticons, respectively, Lipton and Optimus Prime are protectors of all things good, and defenders against all things evil. They could never fight and would never fight, and hence, there is no reason for us to try to determine which would prevail if they were to do so. If they were to do such "battle" together at all, it would only be as a team, working together against evil market/robot forces the likes of which we've never seen. For these reasons, yours is, quite simply, a stupid question.

We are ashamed that you would even think of such a scenario, lawdude1973, and advise that you take a good, hard look at yourself, and decide what it is you really want out of life, because as far as we can tell, it sure isn't happiness.



* Technically, 1 is a number.

Corporate America Swallows

As you can probably imagine, swallowing a poison pill is easier said than done. “Sometimes they just don’t go down so easy,” lamented the C.E.O of an unnamed Fortune 100 company. Though Marty Lipton’s poison pill was a surefire way to fend off pesky corporate looters, many target corporations would clam up when it was time to swallow. In several instances, the target would claim they took the pill when in reality, it was flushed down the toilet. Despite attempts to refer to the pill as “candy” or play the always popular “open your mouth and close your eyes” game, these finicky corporations were not fooled.

Realizing that no one, including large corporations, likes the taste of a poison pill, Marty introduced more user friendly versions of the pill. This included chewable tablets in the shape of dinosaurs, popular cartoon characters, and the WLRK executive committee (See above). While the original flavors were limited to cherry and wintergreen, Marty Lipton soon developed a host of “far out” flavors including sour apple, vanilla cola swirl, and the ever popular “radical berry blast.” “It was a dream come true,” recalls one previously frustrated board member. He admits that “Administering the poison pill became almost, well, fun.”

Marty even developed a poison pill suppository for some of his more “fussy” corporate clients. In suppository form, the poison pill could be administered without the target company even knowing. Now that's one stealth poison pill!

Existential Questions Concerning Marty Lipton

Sometimes, when we are feeling contemplative, we wonder: could Marty Lipton conceive of a hostile takeover against which he couldn't defend? It's a question for the ages, really, and one, like "how many licks does it take to get to the tootsie roll center of a tootsie pop,"* to which we may never really truly know the answer. We can, however, try to deduce based upon what we believe we know at this point, which includes the following:

-We know that Marty Lipton invented the poison pill (that's right, he invented it, for Pete's** sake!!);

-We hear (though have not yet been able to confirm), that Marty Lipton is a marvelous ballroom dancer;

-We understand that Mr. Lipton once defended against an "LBO" by challenging and subsequently defeating a corporate raider in a jalapeno pepper eating contest (no knowledge as to whether the Mexican hat dance was playing in the background, as is wont to happen during Jalapeno eating contests);

-We surmise that Mr. Lipton is superhuman, and cannot be defeated by conventional weapons, nor cyborgs from the future, even if those cyborgs were created and trained by Joe Flom;

-Based upon information and belief, we are of the opinion that Marty Lipton could defeat Herb Wachtell and Joe Flom, working in tandem, in any of the following parlor games:

-Knock-hockey

-Ping-Pong

-Rock, Paper, Scissors

-A staring contest (not technically a "parlor game" but a fun one nonetheless!)

-Parchesi

-Lawn Bowling (but not Bocce).

Given the above, we confidently believe that there is no hostile takeover against which Marty Lipton could not defend. Mr. Lipton is a giant even among giants, and there is no mountain too high, nor challenge too challenging, nor LBO too leveraged, to withstand his might. We highly suggest that all of you T. Boone Pickens wannabes out there go back to your meaningless positions as corporate middle-managers, and eschew your dreams of toppling the blue chips, because really, what is life anyway if not a consecutive series of disapointments?

* Scholars have debated this point for decades, but we believe that, per the owl, the answer is clearly "three."

** Who is this "Pete" guy, anyway?

Hasta La Vista Joe Flom

Is it possible that Joe Flom could somehow find a way to compete with Marty Lipton, the iconic M&A lawyer who invented the poison pill? We suppose that if sometime in the future, Joe Flom was to send a Marty Lipton cyborg clone back in time, it is theoretically possible that future Joe Flom’s Marty Lipton cyborg clone could defeat the real Marty Lipton. Of course, this assumes that Joe Flom’s Marty Lipton cyborg clone would be able to gain admission to the Wharton School of Business, possess the acumen to fend off hostile tender offers with common household items (including a Mexican foodstuff), and do the Merengue like its no one’s business.

This begs the question: How do we really know that Marty Lipton isn’t really a Marty Lipton cyborg clone that was sent back in time and in fact successfully eliminated the real Marty Lipton? Yes, yes, we know. If Joe Flom could think of such a plot, are we really to believe that Marty Lipton would not think of it too? Based on our knowledge of Marty Lipton, and based on the content of this blog, it is obvious to us that Lipton would anticipate Joe Flom’s predictable move like a master chess player. There is little doubt that Lipton would beat Future Flom to the punch and send a cyborg clone of himself back in time to quash Joe Flom and his lesser Marty Lipton cyborg clone.

Marty Lipton’s Milkshake Brings all the Fortune 500 Companies to the Yard

It is no secret that powerhouse Wall Street firms are profit driven. Let’s face it, the reason that big firm associates are billing upwards of 3000 hours a year is not because document review is in this fall (More on this later). These days, the bottom line is, as it should be, the motivating factor for all firm decisions. There is, however, one rather puzzling exception.

While I can barely run a small luncheonette in Decatur Georgia, let alone a top tier law firm, I know enough to realize that name recognition reigns supreme. With that said, you would think that the man who invented the poison pill, commands the highest rates in the biz, and can drink Joe Flom under the table, would get top billing. Did we mention that Lipton once whittled a whole canoe out of a large log and proceeding to traverse the entire Erie Canal.

Lipton is the headliner, the frontman if you will. It’s like comparing Mick Jagger to Charlie Watts; Sting to the guy who plays guitar for the Police; Eazy-E to MC Ren. With all due respect to his esteemed colleagues, why Lipton even shares the limelight is beyond me. WLRK should put all of its petty grievances aside and do what is best for the firm: change the name on its door to “the Law Offices of Marty Lipton” or “Marty Lipton and Associates.” Would it hurt to include a sleek “Pill” logo on the firm’s letterhead?

Coyote Marty

Given what we know about Marty Lipton, and his reputation as an accomplished, no-nonsense M&A attorney, we imagine that with the proper motivation and training, he could kill a Coyote with his bare hands. Here's why:

Marty Lipton invented the poison pill. That's right, you heard us, he invented it! Just like that. Bam! Out of whole cloth, the poison pill. It's the poison pill for christ's sake!

And that is why we imagine that with the proper motivation and training, Marty Lipton could kill a Coyote with his bare hands.

Working the Buffet Line

We could be wrong (and probably are, considering that we really don't know what Marty Lipton actually looks like), but we swear that a few months back, we witnessed Marty Lipton working the buffet line at a luncheon that we attended.


The consumate professional indeed (after all, he DID invent the poison pill!!), we stood in awe as we watched the man gladhanding the high-rollers at this [redacted] a plate gala, shaking mitts with his right, all the while balancing a plate full of salted and cured meat in his left. Never before have we seen a man more adept at working a buffet line and a crowd at the same time. And when it was all over, from what we could tell, he had not only spoken, at length, to every important businessperson at the function, but had also managed to put down at least two plates-worth of the moist brisket (which, we should add, was a little too rare for our taste).

If it was, in fact, Mr. Lipton, given what we saw, we have no doubts as to why he is consistently chosen to represent the veritable "who's who" list in mergers and acquisitions (much to the chagrin, so we hear, of his purported chief competitor/arch enemy, Joe "Joey Joe Joe" Flom)--because he clearly understands balance. Then again, it really could've been anybody working that buffet line that day, because again, we don't actually know what Lipton looks like-- we simply thought we heard somebody say that it was him, and we like to believe that we were lucky enough to be in his presence that fateful day.

If you Can’t Take the Heat, Stay Out of the Board Room

The poison pill, or the “Pill” as it is known on Wall Street, is just one of Marty Lipton’s groundbreaking and innovative means of thwarting hostile corporate takeovers. Marty’s cache of takeover defenses includes the use of complex derivatives, “golden handcuffs,” and yes, jalapeno peppers. You heard me. Jalapeno peppers! In 1983, Marty stonewalled a potentially devastating “LBO” using nothing more than canned jalapeno peppers that you would find in an order of ballpark nachos. Inviting the corporate raider (who will go unnamed) to WLRK’s midtown Manhattan offices, Lipton challenged the prominent financier to a jalapeno eating contest. After some goading, the Gordon Gecko wannabe accepted Lipton’s challenge. This would prove to be fatal! The corporate looter consumed about a dozen peppers before throwing in the towel. In line with his board room showboating, Lipton continued consuming jalapenos for at least 45 more minutes, declining even the smallest sip of water. According to one witness “Marty must have eaten over 400 of those f***ing things if he ate one.” Over 400 fu**ing jalapeno peppers! While Lipton would never again have the opportunity to use Mexican foodstuffs in the high stakes world of high finance, would be corporate raiders were on notice of Lipton and his no-nonsense approach.

Marty Lipton, the Unanswered Questions

We admit it. We don't know as much about famed M&A attorney Marty Lipton as we would like. Sure, we know that he invented the poison pill and all, but what about the man himself? What are his likes and dislikes, his passions, and his interests? Is he, in fact, an accomplished ballroom dancer? These are questions, the answers to which we can only surmise.

Which is why, every once in a blue moon, we will try to call on you, the non-existent reader, to fill us in on the details of Marty's life and times about which we are unaware. So if you know the answers to any of the following questions, please leave your comments in the comments section attached to this post. Thank you, and have a great evening!

Does Marty Lipton, in fact, hate spinach pie with a vicious ferocity?

Does Marty Lipton, in fact, prefer RC Cola to both Coke AND Pepsi?

Does Marty Lipton break the Yom Kippur fast with both dairy AND meat?

Has Marty Lipton really beaten Joe Flom 15 out of 23 times in table tennis?

He Invented It!!

If Marty Lipton were hanging out at Ving Rhames' house, he wouldn't get mauled and killed like Ving Rhames' gardener did the other day. Quite the contrary, he'd have those mastiff's sitting gracefully at his feet, sipping milk from small, yellow porcelain saucers. Marty Lipton commands that kind of respect, from humans and animals alike (except, perhaps, crustaceons, who are rumoured to prefer Lipton's partner, Herb Wachtell, to Lipton himself). After all, Lipton is not just a lawyer, but an inventor too (the poison pill, circa 1982).

An Ode to Mr. Lipton

This blog is devoted to our hero and idol, corporate law phenom Martin Lipton. Mr. Lipton, name partner in the prestigious and venerable firm Wachtell Lipton Rosen & Katz, has been practicing law since the mid-1960's after he graduated from NYU law school, and is considered by most in the industry to be the "dean" of the M&A bar. This legendary advocate is most famous in legal circles for inventing the "poison pill," a takeover defense now used by virtually all public companies to delay and deter hostile tender offers and other solicited acquisitions.

That's right, you heard me--not only is Mr. Lipton a skilled and accomplished lawyer, he is an inventor as well. We also hear that he is a marvelous ballroom dancer, but have yet to receive confirmation on this point.

We don't work for Mr. Lipton (we're not smart enough). We don't socialize with him (he prefers the millionaire types, while we prefer to congregate with Shoneys waitresses). We don't know him personally, nor have we ever met him (although we did once see him, from a distance, working the buffet line at a luncheon). But for some time now, from a distance, we've come to admire, and even to worship the man, for what he is, what he has done, and most importantly, for what he is capable of. This is, after all, a man who has spent his life defending the interests of corporate America. A man who has given back to his community in the form of invention. And a man who may or may not be a gifted ballroom dancer.

This blog is our testament to the powerhouse that is Marty Lipton. But more than that, this blog will tell the story of two friends, young men who met while reaching for the same pair of size 34 slacks from the bargain bin at JC Penney's, and started off hating each other because of their mutual desire to own those beautiful trousers, but who later tabled their animosity towards each other when they discovered their mutual admiration for Mr. Lipton, over a few Orange Julius' in the food court later that afternoon while trying to figure out what to do about the pants (ultimately, donating them to Goodwill).

Don't worry, Herb. You'll get your own fansite someday too if you invent something.