Lawyer of ‘Poison Pill’ Fame Joins the Fray

The man who perfected the art of battling hostile takeovers faces one of his biggest challenges in helping Walt Disney Co. fend off Comcast Corp.

In hiring Martin Lipton, 72, Disney not only has recruited the country’s preeminent mergers-and-acquisitions defense lawyer, but it also has sent the message that it will fight hard against Comcast’s unsolicited bid.

“It’s a clear signal to Comcast that, ‘We’re going for the big guy and we’re going to fight,’ ” said John F. Olson, a partner at Gibson, Dunn & Crutcher in Washington who has known Lipton for years.

Lipton is best known for crafting the so-called “poison pill,” an anti-takeover strategy that was popular in the debt-soaked merger binge of the late-1980s, when leveraged buyouts gave small and sometimes financially shaky companies the ability to pounce on more-established rivals.

Poison pills try to dissuade unwanted suitors by making mergers prohibitively expensive. For example, a pill could require a company to pay a “super” dividend, thus pushing up the price a potential acquirer would have to shell out.

The prominence of poison pills has receded in recent years, in part because many late-1990s deals were friendly and in part because poison pills were criticized as sheltering entrenched managements at the expense of shareholders. (Disney does not have a poison pill.)

Lipton, who co-founded his New York firm, Wachtell, Lipton, Rosen & Katz, has remained an gray eminence of the corporate world. His firm has been a key advisor to scores of companies and Lipton has become a consigliere of sorts to some top executives.

Friends and legal associates describe him as quietly effective, particularly when it comes to mergers and acquisitions. They say Lipton commands attention through a calm demeanor and the dint of intellect.

“He’s not contentious in the way that many lawyers are, especially in the world of M&A;,” said Stephen Gillers, a law professor at New York University, where Lipton is chairman of the school’s board of trustees.

Lipton did not return a phone call seeking comment Friday.

For Lipton, representing Disney may hold particular appeal.

Lipton took a rare public relations bruising during the furor at the New York Stock Exchange over former Chairman Richard Grasso’s outsize pay package.

It was revealed that Lipton dispensed legal guidance to Grasso even though he was a formal advisor to the exchange. Some critics saw that as a conflict of interest.

The criticism was a slap for Lipton, whose reputation had been that of a defender of firms against corporate raiders.

Lipton is thought to be one of New York’s best-paid lawyers, and his clients include some of Wall Street’s top players.

Lipton’s clientele includes Felix Rohatyn, the longtime investment banker who is advising Disney. Lipton also advised Sanford I. Weill, the former chief of Citigroup Inc., during that company’s involvement in a stock-analyst furor.