Recently, the Mergers, Acquisitions, and Split-Ups course here at Harvard Law School, co-taught by Professor Robert Clark and Vice Chancellor Leo Strine, Jr., hosted a fascinating talk by Martin Lipton of Wachtell, Lipton, Rosen & Katz, entitled The Future of M&A. The audience was treated to a rare glimpse of the events that have shaped mergers for a generation through the eyes of one of the principal architects of modern corporate law.
The talk began with an intimate history of the developments that led to the conception of modern merger defenses. The students were treated to the definitive account of the development of the shareholder rights plan–more widely known as the “poison pill”–as well as the strategy that led to the successful defense of those measures before the Delaware courts. Questions from the audience led to an insightful discussion of changes in modern corporate governance–including shareholder activism, the increased presence of independent directors, and the prominence of private equity–and their effects on merger practice. The talk closed with an insider’s view on recent developments likely to shape merger practice in 2008 and beyond.