Joseph B. Frumkin

Joseph Frumkin has provided legal counsel on many of the largest mergers and acquisitions transactions in history, representing buyers, sellers and special committees of independent directors. His practice focuses on U.S. and cross-border acquisitions, leveraged buyouts, corporate preparedness and proxy contests, as well as corporate governance, cybersecurity and general corporate representation. Mr. Frumkin was the managing partner of S&C’s Mergers and Acquisitions Group from 2007 to 2019.

Mr. Frumkin is consistently recognized as a leading lawyer by widely referenced legal guides, including Chambers, Euromoney, IFLR, The Legal 500 and The International Who’s Who. In 2017, he was named “Dealmaker of the Year” by The American Lawyer for his work on the AT&T-Time Warner transaction and was previously named “Dealmaker of the Year” for his work on the Cingular-AT&T Wireless transaction.

Mr. Frumkin is currently a fellow at Harvard’s Advanced Leadership Initiative, a program designed to prepare experienced leaders to take on new challenges in the social sector. He also serves as an Adjunct Professor of Law at University of Pennsylvania Law School, where he teaches a course in Mergers and Acquisitions.

SELECTED REPRESENTATIONS
Domestic Transactions
* Concho Resources in its $9.5 billion acquisition of RSP Permian
* Connecticut Water Service in its $1.1 billion acquisition by SJW
* AT&T in its $108.7 billion acquisition of Time Warner Inc., $67 billion acquisition of DIRECTV and its $86 billion acquisition of BellSouth
* TXU in its $45 billion acquisition by an investor consortium led by Kohlberg Kravis Roberts & Co. and Texas Pacific Group
* Cingular in its $47 billion acquisition of AT&T Wireless
* SBC Communications in its acquisitions of AT&T, Pacific Telesis and SNET
* DTE Energy in its $3.9 billion acquisition of MCN Energy
* UIL Holdings Corporation in its $4.6 billion acquisition by Iberdrola USA, and simultaneous renaming to AVANGRID and listing on NYSE
Cross-Border Transactions
* Forest City Realty Trust in its $11.4 billion acquisition by Brookfield Asset Management (Canada)
* General Cable in its $3 billion acquisition by Prysmian Group (Italy)
* Enbridge Inc. (Canada) in its $43 billion acquisition of Spectra Energy Corp.
* Columbia Pipeline Group in its $13 billion acquisition by TransCanada Corporation
* Cablevision Systems Corporation in its $17.7 billion acquisition by Altice N.V. (Netherlands)
* Teva Pharmaceutical Industries (Israel) in its $40.5 billion acquisition of Allergan Generics and its $50.5 billion unsolicited acquisition of Mylan, later withdrawn
* ZF Friedrichshafen (Germany) in its $12.4 billion acquisition of TRW Automotive Holdings
* E.ON (Germany) in the $7.6 billion sale of its U.S. power and gas business to PPL
Proxy Contests/Activism
* Sempra Energy in its cooperation agreement with Elliott Management and Bluescape Energy Partners
* Forest City in its settlement with Starboard Value and Scopia Capital Management
* Dynegy in its proposed acquisitions by The Blackstone Group and Icahn Enterprises
* Southern Union in its contest with Sandell Asset Management
* Undisclosed media company with shareholder activists
* Undisclosed energy company with shareholder activists
Independent Directors/Committees
* NRG Yield in its sponsor NRG Energy’s $1.375 billion sale of its controlling interest in NRG Yield to an equity fund of Global Infrastructure Partners
* Forest City Realty Trust in connection with the company's agreement to declassify its common stock and its settlement with Scopia Capital Management
* TerraForm Power and TerraForm Global in connection with governance matters related to their controlling stockholder, SunEdison
* American Greetings in its $878 million acquisition by members of the Weiss family and certain related parties
* Southern Union in its $9.4 billion acquisition by Energy Transfer Equity
* Jo-Ann Stores in its $1.6 billion acquisition by Leonard Green Partners
Bankruptcy/Restructuring
* TerraForm Power and TerraForm Global in their sale to Brookfield (Canada) and a related settlement of claims with parent SunEdison
* UBS (Switzerland) in its acquisition of the Enron energy trading business
* Sempra Energy in purchase of two businesses from Enron in separate 363 sales
* Allegheny Energy in connection with its financial restructuring
Energy Transactions
* Riverstone Holdings and Pattern Energy Group Holdings 2 LP (Pattern Development) in connection with Canada Pension Plan Investment Board (CPPIB) and Riverstone’s combination of Pattern Energy Group Inc. and Pattern Development under common ownership following CPPIB’s acquisition of Pattern Energy Group
* Concho Resources in its $9.5 billion acquisition of RSP Permian
* NRG Yield in its sponsor NRG Energy’s $1.375 billion sale of its controlling interest in NRG Yield to an equity fund of Global Infrastructure Partners
* TerraForm Power and TerraForm Global in their sale to Brookfield (Canada) and a related settlement of claims with parent SunEdison
* Enbridge Inc. (Canada) in its $43 billion acquisition of Spectra Energy Corp.
* Columbia Pipeline Group (U.S.) in its $13 billion acquisition by TransCanada Corporation
* Pepco Holdings in its $6.8 billion acquisition by Exelon Corporation
* UIL Holdings Corporation in its $4.6 billion acquisition by Iberdrola USA, and simultaneous renaming to AVANGRID and listing on NYSE
* Ontario Teachers’ Pension Plan Board in the sale of its 50 percent ownership interest in Northern Star Generation to an affiliate of Harbert Management Corporation
* Borealis Infrastructure (an arm of OMERS), and Ontario Teachers’ Pension Plan Board in the sale of Express Pipeline System to Spectra Energy as part of a $1.49 billion transaction
* Southern Union in its $9.4 billion acquisition by Energy Transfer Equity
* Dynegy in its proposed acquisitions by The Blackstone Group and Icahn Enterprises
* E.ON (Germany) in the $7.6 billion sale of its U.S. power and gas business to PPL
* TXU in its $45 billion acquisition by an investor consortium led by Kohlberg Kravis Roberts & Co. and Texas Pacific Group
* Sempra in the $1.7 billion disposition of its energy trading businesses to a joint venture of The Royal Bank of Scotland (U.K.) and Sempra and subsequent JV sales to J.P. Morgan and Société Générale
* Canada Pension Plan Board (Canada) as part of a consortium that acquired Puget Energy for $3.2 billion
* Consortium led by Macquarie Infrastructure Partners (Australia) in its $1.59 billion acquisition of Duquesne Light Holdings
* Powergen (U.K.) in its $7.4 billion sale to E.ON (Germany) and its $3.23 billion acquisition of LG&E
* DTE in its $3.9 billion acquisition of MCN

RANKINGS & RECOGNITION
Riverstone Holdings and Pattern Energy Group Holdings 2 LP (Pattern Development) in their agreement with Canada Pension Plan Investment Board (CPPIB) pursuant to which CPPIB and Riverstone will combine Pattern Energy Group Inc. and Pattern Development under common ownership following the completion of CPPIB’s concurrent proposed acquisition of Pattern Energy Group