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.”