Stephen Fraidin
Stephen Fraidin is one of the most highly regarded and honored corporate, M&A and corporate governance lawyers in the world.
During his career, Steve’s practice has ranged from M&A, hostile M&A representing bidders and targets, private equity, corporate governance, proxy contests representing targets and investors, hedge fund activism and responses, and, recently, all aspects of SPACs. In each of these areas, he has handled many of the most important matters, including representing Procter & Gamble in its major acquisitions and dispositions, Forstmann Little in the creation of its private equity funds and on virtually all acquisitions and sales, 3G Capital on its major acquisitions, Adelphia Communications in dealing with a disclosure scandal, Pershing Square in its proxy contest for representation on the Board of Canadian Pacific, and NRG Energy in turning back a hostile bid and related proxy contest from Exelon. Recently, he represented Pershing Square Tontine Holdings in its groundbreaking $4B SPAC IPO, for which he was named “Dealmaker of the Year” by The American Lawyer, and Thoma Bravo in its $1B SPAC IPO. At the same time, he has, among other matters, taught "the Law & Economics of Corporate Control" at Yale Law School for over 30 years and is currently on the Board of Advisors of the American Law Institute’s “Restatement of the Law, Corporate Governance” project, which aims to clarify, modernize and otherwise improve corporate governance law.
Steve is recognized annually by Chambers USA, Chambers Global, The Best Lawyers in America, Lawdragon 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 is a three-time recipient of The American Lawyer’s “Dealmaker of the Year” award: in 2021 for his work on behalf of Pershing Square Tontine Holdings, Ltd. in its record-breaking $4 billion IPO; 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, Steve 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.
Steve has been a visiting lecturer at Yale Law School 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.
Steve has authored or co-authored a number of articles, including “The Evolution of Private Equity and the Change in General Partner Compensation Terms in the 1980s” (Fordham Journal of Corporate & Financial Law, Volume 24, 2019); “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, Steve was Vice Chairman of Pershing Square Capital Management and a senior partner at two major law firms.
Steve 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.
