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).