This NY Times article reports on corporate attorney Martin Lipton‘s work with the board of Walt Disney Company in connection with the sputtering Comcast takeover bid.
Mr. Lipton is famous in corporate legal circles as being one of the lawyers who devised the poison pill strategy, which is an anti-takeover strategy that Professor Bainbridge explains much better than I can.
However, Disney was never really in a position to adopt a poison pill strategy in regard to the Comcast bid. Inasmuch as the Board has already been heavily criticized for its unwavering support of CEO Michael Eisner despite Disney’s lackluster performance over the past several years, a poison pill strategy would be widely viewed as the Disney Board again supporting a strategy mainly benefitting Mr. Eisner and an unproductive management team at the expense of Disney’s shareholders.
Nevertheless, as the Times article reports, Mr. Lipton has made a strong impression on the Disney board members, and his close friend Mr. Eisner has to date weathered the corporate storms relating to the Comcast bid and Disney’s lagging stock price:

Indeed, if there was any dissension on Disney’s board about the fate of Mr. Eisner before Mr. Lipton arrived on the scene, there is none now.
With Mr. Lipton in, out went Cravath, Swaine & Moore, the white-shoe law firm that had been working with the Disney board to help swat away Roy E. Disney’s mob of irate shareholders. Cravath could hardly be counted on to rescue the company and protect Mr. Eisner’s job. (Technically, Cravath resigned the account, but what else could it do?)
After Mr. Lipton’s arrival, several independent Disney directors raised the issue of whether they should be seeking out their own lawyers and bankers to help evaluate the situation separately from Mr. Eisner and management. Naturally, the idea was summarily rejected, according to executives close to the board. The board’s other advisers were hardly independent, either: Alan D. Schwartz, president and co-chief executive of Bear Stearns, is a close friend and longtime adviser to Mr. Eisner. Gene T. Sykes, a managing director of Goldman Sachs, has similarly had a long relationship with Mr. Eisner, as has Morton A. Pierce, a partner in Dewey Ballantine, the company’s regular outside counsel.
Of course, new independent advisers would interfere with Mr. Lipton’s game plan. In a telling memorandum Mr. Lipton sent to all his clients last year, he wrote, “There is no need for the board to create a special committee to deal with a major transaction, even a hostile takeover, and experience shows that a major transaction is best addressed by the full board.”
That advice may be right under some circumstances, but between Comcast’s bid for Disney and Roy Disney’s effort to oust Mr. Eisner, it is hard to believe that any adviser hired to be a sage and savior on both issues could be anything but conflicted. Mr. Lipton declined to comment. A spokesman for Disney called him “a world-renowned lawyer and expert” whose “reputation and integrity are beyond reproach.”

This NY Times article reports on the increasing difficulty of secretly stashing ill-gotten money in Swiss bank accounts. The article notes as follows:

According to a report in March from the Paris-based Financial Action Task Force on Money Laundering, which is supported by 32 countries, only seven jurisdictions – the Cook Islands, Guatemala, Indonesia, Myanmar, Nauru, Nigeria and the Philippines – now qualify as “non-cooperative” in international efforts to block the flow of illicit funds.
Less than four years ago, the list comprised 15 countries, including many in the Caribbean, like the Cayman Islands, that have now been removed. . .
Not surprisingly, Switzerland has no wish to be associated with this list of shame, and its bankers say they have been tightening their controls since 1977.
That does not alter the fact that Switzerland’s bank secrecy laws, dating to 1934, impose far fewer obligations to report customers’ affairs than laws elsewhere.
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But there is a counterimage that resurfaced in the 1990’s, when Swiss banks were discovered to have denied survivors access to funds deposited by Holocaust victims. The Swiss National Bank, moreover, was obliged to acknowledge that it had accepted deposits of Nazi gold during World War II.
More than anything, the disclosures undermined Swiss respectability and persuaded the bankers that their image needed a makeover to protect an industry that employs 110,000 people and accounts for 11 percent of the country’s economic output.
Indeed, as the enforcement of regulations on illicit money has tightened, Swiss banks have become more cooperative with investigators, he said. Since Sept. 11, 2001, for example, Swiss authorities have frozen $26 million in 82 accounts said to be linked to Al Qaeda or the Taliban . . .

In addition to the foregoing, the Swiss banking bar is a remarkably small and close knit group. If clear proof exists that the Swiss banking system is being used to facilitate a criminal purpose, then, in my experience, members of the Swiss banking bar have been quite helpful in facilitating discovery of information relating to the funds and accounts in question.