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Shareholder Activism and the 'Eclipse of the Public Corporation'

Martin Lipton, a Founding Partner, of Wachtell, Lipton, Rosen & Katz


(Foreword by Joseph W. Bartlett)

The attached is a critically important analysis by one of a handful of genuine experts in U.S. corporate finance, Marty Lipton. The fact is that a perfect storm of: headline hunting academics; anxiety-riddled journalists ("No scandal? No job."); casino capitalists (Boca Raton stock croupiers; hedge funds with ADD time horizons); predatory plaintiffs counsel; and over caffeinated (i.e., personally ambitious) prosecutors, are coalescing to accelerate Professor Jensen's forecast ... the "eclipse of the [U.S.] public corporation." My view is on the record. The permanent closing of the IPO window and the disappearance of the even moderately patient public shareholder threatens the very foundation of U.S. economic survival ... the venture-aided tech sector.

Read Mr. Lipton's address entitled, "Shareholder Activism and the 'Eclipse of the Public Corporation'", his Keynote Address to The 25th Annual Institute on Federal Securities, Miami, FL, February 7, 2007.

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Martin Lipton, a founding Partner, of Wachtell, Lipton, Rosen & Katz, specializes in advising major corporations on mergers and acquisitions and matters affecting corporate policy and strategy and has written and lectured extensively on these subjects. Mr. Lipton is Chairman of The Board of Trustees of New York University, a Trustee of the New York University School of Law (Chairman 1988-98), a member of the Council of the American Law Institute, and a Director of the Institute of Judicial Administration.

In 1982 Mr. Lipton created the Shareholders Rights Plan ("Poison Pill") which has been described by Prof. Ronald Gilson of the Columbia and Stanford Law Schools as "the most important innovation in corporate law since Samuel Dodd invented the trust for John D. Rockefeller and Standard Oil in 1879."In 1992 Mr. Lipton served on the Subcouncil on Corporate Governance and Financial Markets of the United States Competiveness Policy Council which resulted in his co-authoring with his fellow member of the Subcouncil, Prof. Jay Lorsch of The Harvard Business School, an article, A Modest Proposal for Improved Corporate Governance, which became the template for much of the basic corporate governance principles that were adopted in the 1990's. Mr. Lipton served as counsel to the New York Stock Exchange Committee on Market Structure, Governance and Ownership (1999-2000), as counsel to, and member of, its Committee on Corporate Accountability and Listing Standards [Corporate Governance] (2002) and as Chairman of its Legal Advisory Committee (2002-2004).

Mr. Lipton is a Member of the Executive Committee of the Partnership for New York City and served as its Co-Chair (2004-2006). Mr. Lipton has a B.S. in Economics from the Wharton School of the University of Pennsylvania and an L.L.B. from the New York University School of Law. He is a member of The American Academy of Arts & Sciences and Chevalier de la L‚gion d'Honneur.