Mergers & Acquisitions
Tufts University - A.B.
Yale Law School - LL.B.
Stephen Fraidin represents major corporations and investment funds, special committees and boards of directors in connection with acquisitions, mergers, proxy contests, corporate governance engagements and other matters. He is widely recognized as one of the country’s leading M&A lawyers.
In 2019, Stephen was appointed as an Adviser on the American Law Institute’s “Restatement of the Law, Corporate Governance” project, which aims to clarify, modernize and otherwise improve common law. He is recognized annually by Chambers USA, Chambers Global, The Best Lawyers in America and Super Lawyers, and was listed among the ten “Most Highly Regarded Individuals” worldwide in The International Who’s Who of Mergers & Acquisitions Lawyers in 2013 and selected by Law360 as an “M&A MVP of the Year” in 2013. Clients have asserted that his “enthusiasm for the task and his encyclopedic command of the issues are terrific” and described him as “a superb deal-maker whether for private equity sources or public companies,” and Chambers has described him as a “seasoned and experienced transactional lawyer who is well respected in the M&A community…[with] a lot of gravitas,” and lauded him for his “profound experience of the market,” calling him a “brilliant lawyer” who is “praised for his confident supervision of multi-stranded transactions.”
He has twice been the recipient of The American Lawyer’s “Dealmaker of the Year” award: in 2012 for his work on behalf of Blum Capital Partners and Golden Gate Capital in their $2 billion acquisition, together with Wolverine World Wide, of Collective Brands and in 2010 for his work on behalf of 3G Capital in its acquisition, with Berkshire Hathaway, of Heinz, a transaction that was also recognized as a “Deal of the Year” by Investment Dealers’ Digest, The Deal Magazine, M&A Atlas and IFLR Americas. In 2012, Stephen was honored by Yale Law School with the Simeon E. Baldwin Award for his creativity and teaching skills. He has also been the recipient of the Joseph Proskauer Award from UJA-Federation of New York.
Stephen has been a visiting lecturer at Yale Law School, where he teaches “The Law and Economics of Corporate Control,” since 1988, and is currently a member of the Advisory Board of the Harvard Law School Program on Corporate Governance; the Board of Advisors of New York University’s Institute for Corporate Governance & Finance; the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania Law School; the Board of Advisors of the Yale Law School Center for the Study of Corporate Law; the Economic Club of New York; and the American Bar Association Section on Corporation, Banking and Business Law. He has previously been a member of the Board of Directors of College Summit; Chairman of the Lawyers Division of UJA-Federation of New York; a member of the Board of Overseers of Tufts University, Arts and Sciences; a member of the Executive Committee of the Yale Law School Association; and a member of the Association of the Bar of the City of New York, where he was a Secretary of the Securities Regulation Committee.
Stephen was recently appointed as an Adviser on the American Law Institute (ALI) Restatement of the Law, Corporate Governance project. He also has authored or co-authored a number of articles, including “Special Committee Law” (New York Law Journal, November 6, 2006); “Shareholders at the Door,” (New York Law Journal, November 8, 2004); “Advice for Lawyers: Navigating the New Realm of Federal Regulation of Legal Ethics” (University of Cincinnati Law Review, Volume 72, Winter 2003); “Strategic Alliances and Corporate Control” (Case Western Reserve Law Review, Summer 2003); and “Toward Unlocking Lockups” (Yale Law Journal, May 1994).
Prior to joining Cadwalader, Stephen was Vice Chairman of Pershing Square Capital Management and a senior partner at two major law firms.
Stephen received his LL.B. from Yale Law School and A.B. from Tufts University. He is admitted to practice in the State of New York.
Stephen’s representations include the following:
- Burger King Worldwide, Inc. in its $11.4 billion acquisition of Tim Hortons Inc.
- London Stock Exchange Group plc in its $2.7 billion acquisition of the entire issued share capital of Frank Russell Company.
- PHH Corporation in its $1.4 billion sale of its fleet management services business PHH Arval to Element Financial Corporation.
- Pershing Square Capital Management, working with Valeant Pharmaceuticals International, in its $45.6 billion unsolicited takeover bid for Allergan.
- 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.
- Blum Capital Partners and Golden Gate Capital in their $2 billion acquisition, along with Wolverine Worldwide, Inc., of Collective Brands, Inc. and concurrent business carve-out transaction, as a result of which Wolverine Worldwide acquired Collective Brands’ Performance + Lifestyle Group and Blum Capital and Golden Gate jointly acquired the operations of Collective Brands’ Payless ShoeSource and Collective Licensing International businesses.
- Quality Systems in the proxy contest initiated by the 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.
- Pershing Square Capital Management in its acquisition of a 9.8% stake in Air Products and Chemicals, Inc. and in its successful effort, pursuant to a cooperation agreement, to designate two directors to the Air Products board.
- 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 as financial adviser to PVH Corp. in its $2.9 billion acquisition of Warnaco Group.
- Pershing Square Capital Management in the $195 million sale of its minority stake in Brazilian shopping mall company Aliansce Shopping Centers S.A. to General Growth Properties, Inc.
- Burger King Worldwide, Inc. and its controlling stockholder, 3G Capital, in 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.
- 3G Capital in its $4 billion acquisition of Burger King Holdings, Inc.
- 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 its unsolicited $670 million offer for Jakks Pacific Inc.
- EMS Technologies, Inc. in a proxy contest initiated by MMI Investments, L.P., an activist hedge fund and owner of 7.8% of the outstanding shares of EMS, and in its subsequent $522 million sale to Honeywell, Inc.
- Pershing Square Capital Management in its acquisition of a 16.5% stake in J.C. Penney and subsequent agreement with the company to allow Pershing Square 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 S&P Global Inc.
- The Special Committee of the Board of Directors of Sauer-Danfoss Inc. in connection with an unsolicited offer by Danfoss A/S to acquire the outstanding common stock of Sauer-Danfoss Inc.
- NRG Energy Inc. in its successful defense of a $7.45 billion hostile bid for the company by Exelon Corp.
- Pershing Square Capital Management in its bid to elect a slate of five candidates to the Board of Directors of Target Corp.
- Metavante Technologies Inc. in its $2.94 billion sale to Fidelity National Information Services Inc., creating the world’s largest integrated payment and financial processing services company.
- Clearwire Corporation in a multi-player joint venture with Sprint Nextel to combine their wireless broadband units to create a $14.5 billion communications company focused on the rollout of a WiMAX mobile network.
- Sun Capital Partners in a proxy contest to elect a minority slate of directors to the Board of Directors of Furniture Brands International, Inc.
- Sun Capital Partners in its approximately $750 million unsolicited tender offer for, and subsequent acquisition of, Kellwood Company.
- 3G Capital in its successful proxy contest to elect a minority slate of directors to the Board of Directors of CSX Corporation.
- 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 its $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 Corporation in its $1.4 billion sale 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 $14 billion sale of 51% of GMAC to a consortium of private equity firms led by Cerberus Capital Management.
- The founders of OSI Restaurant Partners Inc., the 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 $2.5 billion sale to Gilead Sciences Inc.
- The Special Committee of the Board of Directors of New Valley Corp. in connection with an exchange offer by the company’s controlling shareholder, Vector Group Ltd.
- The Special Committee of the Board of Directors of Net2Phone, Inc. in connection with a buyout bid from the company’s 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 $500 million sale 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 of Directors in their response to an unsolicited takeover proposal from Steel Partners II, L.P., proxy contest with Steel Partners, and the negotiated settlement of the proxy contest.
- Mason Capital Management LLC in its bid to acquire control of Kaman Corporation.
- The Special Committee of the Board of Directors of Credit Suisse First Boston Corporation in connection with the repurchase of CSFB/Direct tracking stock.
These representations precede Stephen’s association with Cadwalader.