Remarks by Martin Lipton at the Memorial Service on December 7, 2009

For

BRUCE WASSERSTEIN

Sometime after leaving the Cravath law firm to join First Boston in
1977 and before co-founding Wasserstein Perella in 1988, Bruce Wasserstein
moved from being a phenomenal investment banker to an investment
banking legend. If I had to place the time of the transformation, I would
choose 1981. It was when Bruce advised DuPont on the takeover of Conoco,
which at that time was the largest takeover in corporate history. Conoco was
a classic case of the complexity and tactical maneuvering that were features
of the takeover battles that caught the attention of the Nation for most of the
decade of the 80’s. First having been attacked by Dome Petroleum, then
having negotiated a merger with Cities Service, Conoco was again attacked,
this time by Seagrams, just as it was about to sign a merger agreement with
Cities Service. In desperation, Conoco turned to DuPont to rescue it. Bruce
structured a deal that outmaneuvered Seagrams, was successful despite a
higher offer from Mobil, and resulted in DuPont acquiring all of Conoco. The
investment banking world recognized that DuPont’s success was the result of
the brilliant strategy and tactics of Bruce Wasserstein. The legend was born.

I recount the DuPont-Conoco deal not just to mark the beginning

of the legend, but to introduce Bruce’s philosophy of investment banking and
mergers and acquisitions. When a few years ago he was asked what makes a
great banker, Bruce replied:

1. First and foremost personal integrity —unless you have the trust
of the people you advise and the people you deal with, you
cannot succeed over the long run.

2. Then Bruce said, judgment is the second most important attribute

— not brilliance, but judgment, judgment to bring to bear
intelligence, experience and personality in deciding on how best
to deal with a situation.

3. Next was salesmanship — the ability to persuade others to accept

your advice.

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 4. Then he said being a good tactician in structuring transactions
and negotiating with the parties on the other side.

5. Enthusiasm for the business was Bruce’s next point. A great

investment banker likes advising people and likes
outmaneuvering people on the other side and, most of all, likes
winning.

6. The last point was particularly applicable to the hostile takeover

battles at which Bruce excelled — helping people at a point of
crisis and the thrill of bringing them through the crisis
successfully.

Obviously, I have embellished Bruce’s actual answers, which were

given in his usual staccato fashion, because to me, as I have rephrased them,
they personify Bruce. He had each of those qualities plus a great liking and
respect for the people he worked with and the people he worked against.

* * * *

I thought I might further illuminate Bruce’s career with a few

personal reminiscences. The first was right after Bruce joined First Boston. I
received a call from Joe Perella telling me he had talked a brilliant young
Cravath lawyer into joining him in his effort to establish an M&A department
and that I had to meet this young lawyer because he was really outstanding.
Not long after that I did meet Bruce. I did think he was really outstanding. I
did think he would be a great success. I did like him. And I was fortunate that
it started a 32 year friendship with Bruce.

In 1988, I was sitting in my office just across the street from Bruce
and Joe at First Boston when I got a call from Bruce that they had just
resigned from First Boston and they needed a home. I called my partner, Jim
Fogelson, who worked closely with Bruce and Joe, and we offered our office,
little realizing that most of the First Boston M&A department would be there in
five minutes. It was at the very height of the 1980s M&A boom and within an
hour of their arrival they had taken over all of our conference rooms, half of
our offices and all our food. A few minutes later our telephone system also
fell to the invasion. It got overloaded, and we couldn’t make calls. Never

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have I seen more frenetic activity as Bruce and his colleagues carried on their
day and night deal-doing. Fortunately, it didn’t take too long before they
were ensconced in their own quarters. Interestingly, when Wasserstein
Perella was born, Bruce said that his ambition for the new firm was to build
‘the Lazard of the 1990’s.

Wasserstein Perella was a great success from the start. In

addition to the outstanding team that joined Bruce and Joe at the beginning,
over the next dozen years many of the M&A stars of the time joined
Wasserstein Perella, and many of the young people who started their careers
at the firm became today’s stars.

Then in 2001, Bruce negotiated a merger with Dresdner Bank that

was very beneficial to the Wasserstein Perella partners and Wasserstein
Perella became Dresdner Kleinwort Wasserstein. Unfortunately, the culture of
a German universal bank and the collegiality of Wasserstein Perella did not
marry well and Bruce resigned, as did most of his former colleagues not too
long thereafter. But, Bruce was soon back in action.

In 2002 Bruce joined Lazard Freres, the firm that had been
courting him for two decades and assumed the leadership management role.
This was the right combination. Bruce’s former colleagues and other of the
best and brightest of the investment banking world joined with him and with
the outstanding bankers of the long-established Lazard. Bruce rejuvenated
Lazard and took it to new successes. Such was the extent of that success
that three years later Bruce and his colleagues, new and old, were able to
restructure Lazard and turn it into a public company. Bruce became
Chairman and CEO. Lazard continued to nurture and attract great bankers
and embarked on a four-year journey that saw one success after another, and
a unique avoidance of the pitfalls of the Wall Street collapse and the global
financial crisis. A year after Lazard became a public company, I was quoted in
a Business Week Magazine portrait of Bruce saying that, “It unquestionably
was his greatest deal.” Indeed it was.

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 At my last lunch with Bruce, a few months before his death, as
usual we had a wide ranging discussion of the economy and world affairs in
general. And, as usual, each time we touched on a subject of interest to
Bruce, he would say in that special way he had, “It’s Interesting” and then
proceed to state his contrary or different views. Over the years it got so that I
would try to anticipate when I would hear, “It’s Interesting.” And it never
failed to be interesting even when we had very different views. Lazard gave
Bruce an opportunity to see the world on a global scale. He was fascinated
with questions such as how do you deal with outsourcing; how do you
reindustrialize America; how do you train people to cope with the global
economy; how do you recalibrate the role of workers in “at risk” companies;
how do you prepare for the patterns of change; how do you adapt to
increasingly rapid technological change? Bruce viewed his role as an
investment banker as requiring him to anticipate necessary change and to be
a catalyst for making an efficient economic system, both in the United States
and globally. Bruce was someone who truly cared about the future of the
world and he had the ability to do something about it.

* * * *

Bruce was scheduled to join me in Cambridge on October 16 for a

program on cross border mergers and acquisitions sponsored by the business
schools of Cambridge University, Peking University and New York University. I
was in London that week before leaving for Cambridge when I got a call from
Pam telling me about his being taken to the hospital and then a few days
later, of his death. The dinner before the Cambridge program turned out to
be a memorial service and tribute to Bruce. As a graduate of Cambridge, and
an advisor to its business school, Bruce was well known in the Cambridge
community. So, too, all the other participants in the program — leading
investment bankers, lawyers, and business people from England, France,
Germany, Spain, Italy, Russia, China, India, Australia and the U.S. They all
knew Bruce. All were shocked by his untimely death, and all remarked that a
legend had died. At the Cambridge dinner I spoke of Bruce and I asked Eric

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Gleacher, another of the great investment bankers and Bruce’s contemporary
and friend, to talk about his relationship with Bruce and Bruce’s position in the
investment banking world. Eric was eloquent and the several hundred people
present were moved, some even to tears. Many of the things Eric and I said
then, I’ve said here, but I would like to stress one — Bruce was a consummate
gentleman, a man of his word whose handshake was the same as a written
agreement. Bruce Wasserstein died on October 14, 2009. But his legend
lives and will continue to live.