Joseph B. Frumkin

Of Counsel at Sullivan & Cromwell LLP

Joseph B. Frumkin

Joseph B. Frumkin

Of Counsel at Sullivan & Cromwell LLP

Biography

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

Overview
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2208

Primary Location

New York City, NY

Number of Boards

3

Number of Awards

7

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Partner at Sullivan & Cromwell LLP

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Partner at Willkie Farr & Gallagher LLP

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Special Counsel at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Partner at Sullivan & Cromwell LLP

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Joseph B. Frumkin
Of Counsel at Sullivan & Cromwell LLP
Family Members
Spouse
Trustee at The Calhoun School

THE CALHOUN SCHOOL IS A PROGRESSIVE, INDEPENDENT, COEDUCATIONAL COLLEGE PREPARATORY SCHOOL WITH STUDENTS RANGING FROM THREE-YEAR-OLDS TO TWELFTH GRADERS.

Education
J.D., magna cum laude
Class of 1985

The University of Pennsylvania Law School, located in Philadelphia, Pennsylvania, is the law school of the University of Pennsylvania. A member of the Ivy League, it is among the oldest and most selective law schools in the nation. It is currently ranked 7th overall by U.S. News & World Report, and 1st in terms of career prospects by the Princeton Review, a rank awarded also by the National Law Journal based on placement of graduates in top law firms.It offers the degrees of Juris Doctor (J.D.), Master of Laws (LL.M.), Master of Comparative Laws (LL.C.M.), and Doctor of the Science of Law (S.J.D.).

A.B.
Class of 1980

Georgetown University is a private research university in Washington, D.C. Founded in 1789, it is the oldest Jesuit and Catholic university in the United States. Georgetown's main campus, located in Washington's Georgetown neighborhood, is noted for Healy Hall, a National Historic Landmark in the Romanesque revival style. Georgetown operates a law center on Capitol Hill and auxiliary campuses in Italy, Turkey, and Qatar.

Graduate
Class of 1976

From its founding in 1810 as the Maidenhead Academy, what is today known as The Lawrenceville School has maintained two defining characteristics: a willingness to explore and adopt the best practices in education as they have evolved and, at the same time, a commitment to maintaining traditions that continue to resonate with students. From the first Head Master, Rev. Isaac VanArsdale Brown, who introduced then-novel foreign language study and routine exercise to the of the 1820s, through today, the School has always striven to provide students with the highest quality of education as understood at the time. Arguably the single most powerful development in the character of the school occurred in 1883, when the school was transformed from a small proprietarial enterprise, owned (and renamed) by each successive headmaster, to one run by the Lawrenceville School Board of Trustees under the auspices of the John Cleve Green Foundation. As The Lawrenceville School, the institution established many of the traits it is known for today, including its hallmark House System and an intense School spirit. The changes were reflected on the campus itself when the Board asked landscape architect Frederick Law Olmsted, the designer of Central Park, and prominent architects Peabody and Sterns of Boston to design the newly expanded grounds of the school to thoughtfully and deliberately create a strong community atmosphere. The result was the Circle, now a National Historic Landmark. So distinct was the character of Lawrenceville that it grew to occupy a special place in the American imagination. Owen Johnson, an alumnus of the School, first captured the “new” Lawrenceville in his 1910 novel, The Varmint, which recounts the travails and adventures of one Dink Stover as he made his way through Lawrenceville from New Boy to graduate. Stover became one of the country’s most beloved fictional characters, and Johnson followed his success in a series of Lawrenceville Stories in what was at that time the most popular magazine in America. In 1950 Metro-Goldwyn-Mayer released The Happy Years, a Hollywood version of The Varmint, filmed on campus and starring Leo G. Carroll and Dean Stockwell (as Dink). Throughout the 1900s, Lawrenceville continued to develop as a leader in academic innovation, including early adoption of Advanced Placement (AP) courses and the introduction of nationally and internationally known guest speakers designed to broaden the intellectual horizons of young Lawrentians. Among the most lasting changes was the introduction in 1936 of the Harkness method of education, which sought to bring the benefits of the house system to the classroom by providing an intimate environment for intellectual discourse around a single, large conference table. Discussion of coeducation began in earnest in the 1970s and after a lengthy, but thoughtful analysis of what it would mean both pedagogically and practically to the school, the Board elected to accept female students in 1985. The first girls arrived on campus in 1987 and brought a new vitality to the campus community. As the 20th century drew to a close, the school embraced the ever increasing diversity of its students in gender, geography, faith, race and socio-economic group, focusing on the need for a Lawrentian education to include broad exposure to all facets of the global community and an appreciation for and understanding of multiculturalism. For more than 200 years, Lawrenceville graduates have gone on to success in their chosen fields, prepared by their education for the changing world around them. As the School enters its third century of educating students, we welcome you to join the legacy of Lawrenceville and discover what it means to be a Lawrentian in the 21st century.

Memberships
Member
Prior
Member
Prior
Career History
Of Counsel
Current

Sullivan & Cromwell provides legal advisory services to financial, healthcare, insurance, real estate, energy, other sectors.

Investment Banker
Prior

Merrill Lynch is one of the world’s premier providers of wealth management, securities trading and sales, corporate finance and investment banking services.

Boards & Committees
Member, Board of Overseers
Current

The University of Pennsylvania Law School, located in Philadelphia, Pennsylvania, is the law school of the University of Pennsylvania. A member of the Ivy League, it is among the oldest and most selective law schools in the nation. It is currently ranked 7th overall by U.S. News & World Report, and 1st in terms of career prospects by the Princeton Review, a rank awarded also by the National Law Journal based on placement of graduates in top law firms.It offers the degrees of Juris Doctor (J.D.), Master of Laws (LL.M.), Master of Comparative Laws (LL.C.M.), and Doctor of the Science of Law (S.J.D.).

Non-Profit Donations & Grants

Learn how non-profit organizations benefit from RelSci
$100K +
2012

The University of Pennsylvania Law School, located in Philadelphia, Pennsylvania, is the law school of the University of Pennsylvania. A member of the Ivy League, it is among the oldest and most selective law schools in the nation. It is currently ranked 7th overall by U.S. News & World Report, and 1st in terms of career prospects by the Princeton Review, a rank awarded also by the National Law Journal based on placement of graduates in top law firms.It offers the degrees of Juris Doctor (J.D.), Master of Laws (LL.M.), Master of Comparative Laws (LL.C.M.), and Doctor of the Science of Law (S.J.D.).

$100K +
2011

The University of Pennsylvania Law School, located in Philadelphia, Pennsylvania, is the law school of the University of Pennsylvania. A member of the Ivy League, it is among the oldest and most selective law schools in the nation. It is currently ranked 7th overall by U.S. News & World Report, and 1st in terms of career prospects by the Princeton Review, a rank awarded also by the National Law Journal based on placement of graduates in top law firms.It offers the degrees of Juris Doctor (J.D.), Master of Laws (LL.M.), Master of Comparative Laws (LL.C.M.), and Doctor of the Science of Law (S.J.D.).

$25K - $100K
2009

The University of Pennsylvania Law School, located in Philadelphia, Pennsylvania, is the law school of the University of Pennsylvania. A member of the Ivy League, it is among the oldest and most selective law schools in the nation. It is currently ranked 7th overall by U.S. News & World Report, and 1st in terms of career prospects by the Princeton Review, a rank awarded also by the National Law Journal based on placement of graduates in top law firms.It offers the degrees of Juris Doctor (J.D.), Master of Laws (LL.M.), Master of Comparative Laws (LL.C.M.), and Doctor of the Science of Law (S.J.D.).

Political Donations
$20K
2019

The Democratic Senatorial Campaign Committee is the only organization solely dedicated to electing a Democratic Senate. From grassroots organizing to candidate recruitment to providing campaign funds for tight races, the DSCC is working hard all year, every year to elect Democrats – and give President Obama the help he needs on Capitol Hill to move our country forward.

$1,000
2013

Senator from Virginia

$1,000
2013

Senator from New Jersey

Transactions
Details Hidden

SJW Group purchases Connecticut Water Service, Inc.

Details Hidden

Brookfield Asset Management, Inc. purchases Forest City Realty Trust, Inc.

Details Hidden

Global Infrastructure Management Participation LLC, Global Infrastructure Management LLC purchase Clearway Energy, Inc.

Awards & Honors
2005
Who’s Who Legal - International Who’s Who of Mergers & Acquisitions Lawyers
Admitted to the New York Bar
Chambers USA - America’s Leading Lawyers for Business
Events
Speaker
8th Annual Institute on Corporate, Securities and Related Aspects of Mergers and Acquisitions

Other Affiliations
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