“To the extent that there is an Elvis Presley in the M&A field,” former Securities and Exchange commissioner Joseph Grundfest once told The American Lawyer, “it’s Marty Lipton.”
But the analogy only extends so far: When he’s not working on a big deal or case, Mr. Lipton’s life is about as drama-free as they get. Indeed, he seems to follow Flaubert’s dictum, “Be regular and orderly in your life like a bourgeois, so that you may be violent and original in your work.”
“I don’t play golf. I have no interest in anything else” besides his legal practice and involvement in various educational institutions, Mr. Lipton said on a recent afternoon in his apricot-hued private conference room on the 31st floor of Black Rock, the Eero Saarinen–designed tower on Sixth Avenue and 52nd Street built in 1965 to house CBS. “I find the life I lead to be exactly what I want to do. I can’t imagine doing anything else.”
Even after 40 years at the head of Wachtell, Lipton, Rosen and Katz, Mr. Lipton has no plans to retire. At 74, he has a sturdy six-foot physique, jowly chin and clear, peachy skin. On the day of the interview, he was dressed in a dark suit, sky blue shirt, a royal-blue-and-gold tie, and black oxfords shined to a mirror finish. Though his firm’s fees are legendary—they charged Kraft more than $20 million for two weeks of advice in 1988, making the front page of The Wall Street Journal, which calculated the hourly rate to be $5,000—Mr. Lipton has never had a second home, still works in the office on some weekends and occasionally BlackBerries at the dinner table. Mornings, he works out on an elliptical trainer, treadmill and StairMaster in his apartment, a co-op on Park Avenue in the 60’s. “I know I’m fat,” he said with a grimace. He goes to bed early.
“I don’t feel my age in the sense that I work any less than I used to—I don’t work any less than I used to. I don’t get tired at 5 o’clock,” he said as he stretched, sprawled and seemed to physically overwhelm the upholstered chair. “You feel your age in certain respects. That you have a maturity—you’ve seen a lot of things, you’ve experienced a lot of things—so that it’s not new. There’s very little that comes along to me that’s new, in the sense of ‘How in the world are we gonna deal with this?’ It may be different than what went on before, but not that different that your prior experience doesn’t help you.”
Born in Jersey City, N.J.—his father was a garment-industry executive and his mother was a housewife—Mr. Lipton attended the University of Pennsylvania and then the New York University School of Law. “Lawyers did great things; I wanted to do great things,” he said. In 1965 he founded Wachtell, Lipton, Rosen and Katz with four N.Y.U. law students, all Jewish and determined to upend the established order.
Along with Skadden, Arps, Slate, Meagher and Flom, Wachtell helped redefine the mission of a law firm. They became mergers-and-acquisitions and takeover specialists—in other words, hired guns rather than advisors on retainer. This loosened the old allegiances between investment banks and law firms: J.P. Morgan and Davis, Polk and Wardwell; Goldman Sachs and Sullivan and Cromwell.
The firm’s success was defined by a certain bravado: They copied the investment banking style of billing, taking a percentage of the deal rather than charging by the hour. In 2004, according to The American Lawyer, Wachtell partners took home an average of $3.5 million; the second-place firm, Cahill, Gordon and Reindel, averaged $2.4 million.
In the 1970’s and 80’s, it could be said that Mr. Lipton emerged as the firm’s star, as a defensive specialist in the takeover wars, devising the “poison-pill” defense for besieged companies. In 1984 and 1985, for example, he defended Phillips Petroleum from hostile takeover bids by Texas oilman T. Boone Pickens Jr. and Carl Icahn. Last year, he advised the Walt Disney Company in its response to Comcast’s now-withdrawn $54 billion hostile offer. And so, while outsiders refer to the firm as “Wachtell,” those inside always refer to it as “Wachtell Lipton,” tacit recognition of Mr. Lipton’s role. (In fact, his name is first on the letterhead.)
The firm is still small, with under 200 lawyers (Skadden has 1,750), and its office’s anigre-wood-and-black-granite-paneled hallways practically purr with restraint: The firm has never adopted “casual Fridays,” and employees are forbidden from heating popcorn in the microwave because, it is said, the higher-ups don’t want the place smelling like a movie theater. Women were given the green light to wear pantsuits only in 1998.
Mr. Lipton isn’t much given to introspection.
“I don’t get up in the morning saying, ‘Who am I and what am I doing?’” he said. “I never got up in the morning and asked who I was and why I was doing what I was doing.”
He added later: “You don’t have to plumb to the depths of my psyche. There’s nothing there.”
Mr. Lipton did concede one change in his life: These days, there is more diversity to what he does. He chairs the board of trustees of New York University, is chairman emeritus of Prep-for-Prep, a scholarship program for low-income students, and is co-chairman of the Partnership for New York City, among other volunteer activities. He has four children and three grandkids, and he is married to his third wife, a corporate lawyer and investment banker named Susan Lytle Lipton, who chaired Harvard Law School’s fund-raising campaign from 2003 to June of this year.
Said Leonard Rosen, one of the firm’s founding partners: “He has very strong principles that drive him. He may be powerful and people may look up to him, but essentially what motivates him is a passion for excellence and for being an active, responsible and generous member of the many communities in which he lives and works.”
“He’s good at what he does because a) he’s very smart and b) he’s very honest and c) he cares,” said his friend, the financier Felix Rohatyn. “What to me is the most probably important aspect of Marty Lipton is that he cares: He cares about me, he cares about my children, he cares about my wife.”
But Mr. Lipton’s philanthropic activities haven’t removed him from the front lines. There’s plenty of action these days; he’s still in the thick of the M & A business.
In this post-Enron era, the byword is “corporate governance.” Mr. Lipton has used his boardroom access—a byproduct of all those takeovers—to develop an elite practice advising jittery boards. He attends between 50 and 60 boardroom meetings a year as an expert on issues such as executive compensation, a topic with which he is intimately familiar.
In the media storm in 2003 over the $140 million pay package awarded to outgoing New York Stock Exchange chairman Richard Grasso, Mr. Lipton reportedly advised Mr. Grasso while maintaining his roles as chairman of the NYSE’s legal advisory committee and chief counsel to the corporate governance committee. (Attorney General Eliot Spitzer accused him of failing to disclose to the S.E.C. the terms of Mr. Grasso’s pay package; last year, he was replaced as the legal advisory committee’s chair with Larry Sonsini, chairman of Wilson, Sonsini, Goodrich and Rosati.) This year, according to The New York Times, Mr. Lipton advised Morgan Stanley’s chief executive officer, Philip Purcell, and its management and board on issues related to attacks on Mr. Purcell’s leadership by dissident former executives. Mr. Purcell and his deputy left with lavish severance agreements of $113 million and $32 million.
Despite Mr. Lipton’s achievements, “he is still a real lawyer,” said H. Rodgin Cohen, chairman of Sullivan and Cromwell and one of Mr. Lipton’s competitors. “He’s not just someone who comes in and spreads holy water.”
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