Word: liptons
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...made, "clearly violated his fiduciary duties to McGraw-Hill and the stockholders ... by misappropriating confidential information and conspiring with American Express" to acquire McGraw-Hill on the cheap. McGraw wound up with a threat to sue Morley, Amexco and each Amexco director. The next day McGraw and Lipton filed suit asking for $500 million in damages should Amexco be successful...
...odds do not seem good for McGraw-Hill's management. In tender offers over the past ten years, the target company has been acquired 85% of the time either by the initial aggressor or by another bidder. Even Lipton, who with his pale, bland face and dark shapeless suits looks like an ambitious bank clerk, admits: "Cash offers are rarely defeated." Two years ago, he fended off Congoleum Corp.'s cash offer for Universal Leaf Tobacco. Says a Wall Street merger and acquisition specialist: "Marty tied Congoleum up for over eight months in the courts...
...Flom and Lipton first faced off in 1959, when Harvard-trained Flom represented management and Lipton, a graduate of New York University, represented a group of dissident shareholders in the United Industrial Corp. proxy fight. It was a draw. As Lipton recalls, "Joe got four seats on the board and we got four seats." Their first big tender fight was the $84 million Colt (Flom) takeover of Garlock (Lipton) where the term "Saturday Night Special" was coined to describe Colt's lightning raid. It is impossible to estimate which lawyer has a better winning record because even when...
...about the price of their orange juice ($1.60). A takeover that involves much litigation can run up six-and sometimes seven-figure fees. In addition, Flom is on retainer to numerous corporations that part with $50,000 annually just to keep him from coming at them in a raid; Lipton has been bond counsel to the city of New York...
...past several years, however, Wall Street firms have begun to do takeover work. Davis Polk & Wardwell, for example, defended Carrier Corp. but lost out to Lipton, who represented the raider, United Technologies. Flom was not involved because he was on retainer both to United and Carrier. Indeed, Lipton and Flom are so prominent that a partner in an old-line Wall Street investment banking house says admiringly: "No one else can even shine the shoes...