Martin Lipton

Martin Lipton co-founded Wachtell, Lipton, Rosen & Katz in 1965 and became the dominant force in M&A defense law. In 1982, he developed the shareholder rights plan — commonly called the "poison pill" — which allows target companies to flood the market with new shares if a bidder acquires more than a certain threshold, making hostile takeovers prohibitively expensive. The poison pill became one of the most consequential corporate governance innovations in history. Lipton has advised on many of the most significant M&A battles and regularly writes on corporate governance issues. Wachtell Lipton grew to become one of the most profitable law firms per partner in the United States, despite its small size, by focusing exclusively on high-stakes transactions and litigation. Lipton has also been a prominent critic of shareholder activism and short-termism, arguing that institutional investors focused on quarterly earnings create incentives for companies to underinvest in long-term growth, research, and capital expenditure. His memos on corporate governance, circulated widely in legal and boardroom circles, have shaped the thinking of directors at major public companies about defensive strategies and engagement with activist shareholders. He has been consistently listed among the most influential lawyers in American corporate law.