Stephen Fraidin - Partner

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Stephen Fraidin

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New York
Phone: +1 212-446-4840
Fax: +1 212-446-4900
Overview News Events Publications

Professional Profile

Listed among the ten "Most Highly Regarded Individuals" worldwide in The International Who's Who of Mergers & Acquisitions Lawyers 2013 and selected by Law360 as an MVP of the Year for M&A in 2013, Stephen Fraidin focuses on the representation of major companies and investment groups, acquisitions, proxy contests and the representation of special committees and boards of directors regarding mergers and acquisitions, corporate governance and other matters.

Annually recognized in Chambers USA: America's Leading Lawyers for Business and Chambers Global: The World's Leading Lawyers for Business, clients most recently assert that Steve's "enthusiasm for the task and his encyclopaedic command of the issues are terrific." He has been called "a seasoned and experienced transactional lawyer who is well respected in the M&A community; [with] a lot of gravitas." Chambers placed Stephen "among the leading lights of the Firm," and clients said he is "a superb deal-maker whether for private equity sources or public companies." Chambers also said he is "acclaimed for his profound experience of the market. A 'brilliant lawyer,' he is praised for his confident supervision of multi-stranded transactions." Called a 'super, super lawyer,' he is especially valued for his supervision over a range of transactions including his recent work on behalf of 3G Capital Management in the $28 billion acquisition of Heinz.

Stephen has twice in the past three years received recognition from The American Lawyer as one of their "Dealmakers of the Year." The 2012 edition named him for his work on behalf of Blum Capital Partners and Golden Gate Capital in their $2.0 billion acquisition of Collective Brands Inc., together with Wolverine World Wide Inc. He was named to the 2010 edition for his work on behalf of 3G Capital, which was also recognized by Investment Dealers' Digest in its annual "Deal of the Year Awards," The Deal Magazine as one of the "Deals of the Year" and as the "Private Equity Deal of the Year" at the M&A Atlas and IFLR America's awards ceremonies in New York. In 2012, Steve was honored by Yale Law School with the Simeon E. Baldwin Award for his legal creativity and teaching skills.


Representative Matters

Stephen's representations include the following:

  • Burger King in its pending $11.4 billion acquisition of Tim Hortons Inc.

  • London Stock Exchange Group plc in its pending $2.7 billion acquisition of the entire issued share capital of Frank Russell Company.

  • Pershing Square Capital Management, working with Valeant Pharmaceuticals International, in its approximately $54 billion unsolicited takeover bid for Allergan.

  • Quality Systems in connection with the proxy contest initiated by investment firm Clinton Group to elect a slate of seven candidates to the board of directors of Quality Systems and resolved by the withdrawal by Clinton of four of the seven nominees and proposed changes to Quality Systems' bylaws.

  • Activist investor Bill Ackman's hedge fund Pershing Square Capital Management in its acquisition of a 9.8% stake in Air Products and Chemicals, Inc.

  • Community Health Systems, Inc. in its $7.6 billion acquisition of Health Management Associates, Inc.

  • 3G Capital in its $28 billion acquisition, together with Berkshire Hathaway, of H. J. Heinz Company.

  • Pershing Square Capital Management in its $271.9 million sale of General Growth Properties, Inc. warrants to Brookfield Asset Management Inc. and the entry by the parties into various undertakings to improve GGP's corporate governance.

  • Peter J. Solomon Company, financial adviser to PVH Corp., in PVH's $2.9 billion acquisition of Warnaco Group.

  • Pershing Square Capital Management in its $195 million sale of its minority stake in Brazilian shopping mall company Aliansce Shopping Centers S.A. to General Growth Properties, Inc.

  • Golden Gate Capital and Blum Capital Partners in connection with their $2.0 billion acquisition, along with Wolverine Worldwide, Inc., of Collective Brands, Inc. and concurrent business carve-out transaction, as a result of which Wolverine Worldwide will acquire Collective Brands' Performance + Lifestyle Group and Blum Capital and Golden Gate will jointly acquire the operations of Collective Brands' Payless ShoeSource and Collective Licensing International businesses.

  • Burger King Worldwide Holdings, Inc. and its controlling stockholder, 3G Capital Partners Ltd., in connection with a business combination with Justice Holdings Limited, a London Stock Exchange-listed public investment vehicle, resulting in a partial sale of Burger King to the Justice shareholders for $1.4 billion and a New York Stock Exchange listing of Burger King.

  • The Special Committee of the Board of Directors of Expedia.com in connection with the spin-off of TripAdvisor, Inc.

  • Oaktree Capital Management LP in connection with the private equity firm's $670 million offer for toymaker Jakks Pacific Inc.

  • EMS Technologies, Inc. in connection with the proxy contest initiated by activist hedge fund and owner of 7.8% of the outstanding shares of EMS, MMI Investments, L.P., and the company's subsequent sale to Honeywell, Inc. for $522 million.

  • Pershing Square Capital Management in its acquisition of a 16.5% stake in retailer J.C. Penney and subsequent agreement with the company to allow Pershing to own up to 26.1% of the retailer.

  • TheMarkets.com, a leading provider of financial data and analytics, in its sale to Capital IQ, a subsidiary of The McGraw-Hill Companies.

  • 3G Capital Management in its $4.0 billion acquisition of Burger King Holdings, Inc.

  • The Special Committee of the Board of Directors of Sauer-Danfoss Inc. in connection with the offer by Danfoss A/S to acquire the outstanding common stock of Sauer-Danfoss Inc.

  • NRG Energy Inc. in connection with the $7.45 billion hostile bid for the company by Exelon Corp. (Recognized for his work by The AmLaw Daily as Dealmaker of the Week on July 24, 2009).

  • Pershing Square Capital Management LP in connection with a bid to elect a slate of five candidates to the Board of Directors of Target Corp.

  • Metavante Technologies Inc. in the $2.94 billion sale of the company to Fidelity National Information Services Inc., creating the world's largest integrated payment and financial processing services company.  (Named a 2010 M&A Atlas Awards Deal of the Year).

  • Clearwire in a multi-player joint venture with Sprint Nextel to combine their wireless broadband units to create a $14.55 billion communications company, concentrating on rolling out a WiMAX mobile network.

  • Sun Capital Partners in connection with its proxy contest for the election of a minority slate of directors to the Board of Directors of Furniture Brands International, Inc.

  • Sun Capital Partners in connection with its approximately $750 million unsolicited tender offer for, and subsequent acquisition of, Kellwood Company.

  • 3G Capital Management in connection with its successful proxy contest for the election of a minority slate of directors to the Board of Directors of railroad operator, CSX.

  • The Strategic Committee of the Board of Directors of Trump Entertainment Resorts, Inc. in connection with the company's consideration of strategic alternatives.

  • Community Health Systems, Inc. in the $6.8 billion acquisition of Triad Hospitals, Inc. breaking up an existing buyout plan by a group of private-equity funds led by CCMP Capital Advisors and Goldman Sachs Capital Partners utilizing a "go-shop" provision.

  • Paxar in its sale for $1.4 billion to Avery Dennison.

  • Raytheon Company in the $3.3 billion sale of its aircraft-manufacturing unit to a private equity consortium including Goldman Sachs and Onex Partners.

  • General Motors in its sale of 51% of GMAC for $14 billion to a consortium of private equity firms led by Cerberus.

  • The founders of OSI Restaurant Partners Inc., owner of Outback Steakhouses and other restaurant chains, in the $3.2 billion acquisition of the company along with two private equity firms.

  • Myogen, Inc. in its sale for $2.5 billion to Gilead Sciences Inc.

  • The Special Committee of the Board of New Valley Corp. in connection with an exchange offer by its controlling shareholder, Vector Group Ltd.

  • The Special Committee of the Board of Net2Phone, Inc. in connection with a buyout bid from its controlling shareholder, IDT Corp.

  • Citadel Broadcasting Corp. in its $3 billion "Reverse Morris Trust" merger with the ABC Radio assets of the Walt Disney Company.

  • J. Jill Group in its sale for $500 million to Talbots.

  • Forstmann Little & Co. in its $750 million acquisition of International Management Group and $1.6 billion acquisition of 24 Hour Fitness Worldwide Inc.

  • GenCorp, Inc. and its Board in connection with response to an unsolicited takeover proposal from Steel Partners II, L.P., its proxy contest with Steel Partners II, L.P. and the negotiated settlement of the proxy contest.

  • Mason Capital Management LLC in connection with its bid to acquire control of Kaman Corporation.

  • The Special Committee of the Board of Credit Suisse First Boston Corporation in connection with the repurchase of CSFB/Direct tracking stock.


Memberships & Affiliations

Advisory Board, Harvard Law School Program on Corporate Governance, 2012-Present

Visiting Lecturer, The Law and Economics of Corporate Control, Yale Law School, 1988-present

Member, The Economic Club of New York

Member, Board of Advisors, Institute for Law & Economics; University of Pennsylvania

Member, Board of Yale Center for the Study of Corporate Law

Member, Board of Directors, College Summit, 2004-2008

Chairman, Lawyers Division of UJA-Federation of New York, 1995-1997

Member, Board of Overseers, Tufts University, Arts and Sciences, 1992-1999

Member, Executive Committee, Yale Law School Association, 1990-1994

American Bar Association (Reporter, Committee on Federal Regulation of Securities, Section on Corporation, Banking and Business Law, 1974-1976; Subcommittee Member, 1974-present)

The Association of the Bar of the City of New York (Secretary, Securities Regulation Committee, 1971-1974)


Other Distinctions

Recognized in The Legal 500 for M&A Mega Deals in 2014

Selected as a "Most Highly Regard Individual" in "Who's Who Legal's" The International Who's Who of Merger & Acquisition Lawyers

Recipient, 2012 Simeon E. Baldwin Award, Yale Law School Center for the Study of Corporate Law

Annually recognized as a "New York Super Lawyers" by Super Lawyers magazine

The Best of the Best USA 2011

Nominated to "Who's Who Legal's" The International Who's Who of Merger & Acquisition Lawyers 

Nominated to "International Financial Law Review's" Merger & Acquisitions Yearbook

Nominated to Woodward/White, Inc.'s The Best Lawyers in America

Nominated to "International Financial Law Review's" The Expert Guide to the Worlds Leading Private Equity Lawyers

"The World's Leading Lawyers for Business," Chambers & Partners Global

"America's Leading Lawyers for Business," Chambers & Partners USA

Recipient, 2002 Judge Joseph M. Proskauer Award, Lawyers Division of UJA-Federation of New York


Publications

“Special Committee Law,” co-authored with Stefanie M. Wool, New York Law Journal, November 6, 2006.

"Shareholders at the Door," co-authored with Thomas W. Christopher, New York Law Journal, November 8, 2004

"Advice for Lawyers: Navigating the New Realm of Federal Regulation of Legal Ethics," co-authored with Laura B. Mutterperl, University of Cincinnati Law Review, Volume 72, Winter 2003

“Strategic Alliances and Corporate Control,” co-authored with Radu Lelutiu, Case Western Reserve Law Review, Summer 2003

“Toward Unlocking Lockups,” co-authored with Jon D. Hanson, Yale Law Journal, May 1994


Seminars

Panelist, "Hot Topics in Mergers & Acquisitions 2014," Practising Law Institute, New York, NY, October 2, 2014

Speaker, "Delaware Law and Shareholder Empowerment: How It Has Evolved and Where It Is Going," Institute for Law and Economics, University of Pennsylvania's Corporate Roundtable: Delaware Corporate Law, April 20, 2012

Speaker, "Recent Developments in Delaware Law & Their Implications," Organization for International Investment's 2010 General Counsel Conference, October 18, 2010

Speaker, IMN's 3rd Annual Hedge Fund Activism and Shareholder Value Summit, September 22 - 23, 2009

Co-Chair, West LEGALworks' Hedge Funds at the Crossroads: Activism and New Opportunities in Today's Capital Markets, December 5, 2007

Co-Chair, West LEGALworks' Hedge Fund Activism, December 7, 2006

Panelist for the "38th Annual Institute on Securities Regulation: Private Equity and Hedge Funds" program by the Practising Law Institute, November 8-10, 2006, New York

Panelist for the "37th Annual Institute on Securities Regulation: Private Equity and Hedge Funds" program by the Practising Law Institute, November 3-5, 2005, New York

"Enron on My Mind," Judicial Conference, Second Judicial Circuit of the United States, June 2003

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