Mr. Friedman also counsels clients on joint venture arrangements, and matters involving corporate governance and shareholder relations.
As counsel to a number of firm clients, Mr. Friedman provides a wide range of corporate advice. He has advised clients regarding the structuring of unique securities, including alphabet or targeted stock and in the establishment of dual-class capital structures. Over the years, Mr. Friedman has been involved in a number of spin-off transactions, including 3M Company of its imaging and memory technologies sectors as Imation Corporation; Honeywell Inc. of its defense and marine businesses as Alliant Techsystems Inc.; and Astrum International (since renamed Samsonite Corporation) of Culligan Water Technologies Inc. Mr. Friedman also advised Dow Corning Corporation on joint venture transactions to establish green field operations in China.
Mr. Friedman also has advised a number of insurance companies engaging in a variety of M&A transactions, including companies as they considered options for addressing subsidiaries engaged in run-off operations. In particular, Mr. Friedman assisted Deere & Company in the sale of its health care insurance operations; James River Group in its sale to an investor group; the Royal & SunAlliance Insurance Group on the transfer of its U.S. property and casualty operations to an entity formed by management; and Conseco in the transfer of its long-term care insurance subsidiary to a newly formed trust. Mr. Friedman also advised SCOR Global Life SE in its acquisition of the U.S. life insurance business of Generali.
Mr. Friedman has represented clients in connection with the acquisition and disposition of business units, including, in particular, those with an international dimension. These representations included, among others, the sale by International Paper Company of its tall oil chemical and imaging and printing businesses; the sale by Great Plains Energy of its competitive retail electricity business; and the acquisition by ESC Medical Systems Ltd. (since renamed Lumenis Ltd.) of the medical device group from Coherent, Inc. Mr. Friedman also recently advised an Israeli company in its potential sale to a SPAC.
Mr. Friedman also has represented a number of companies in connection with unsolicited takeover activities or addressing shareholder activism, including, among others, The Brink’s Company in connection with efforts by certain shareholders to effect a split-up of the company and engage in an election contest; Fairmont Hotels and Resorts, Inc. in an acquisition proposed from entities affiliated with Carl Icahn; AMP Incorporated in a takeover proposal from AlliedSignal Inc.; and Birmingham Steel Corporation in its defense of a proxy contest.
On a negotiated basis, Mr. Friedman represented Cineworld Group plc in its $6 billion acquisition of Regal Entertainment Group, and Chiquita Brands International in its proposed cross-border business combination transaction with Fyffes plc and its unsolicited, but subsequently agreed upon, $1.3 billion merger with an affiliate of the Cutrale-Safra group. He also was involved in representing UST Inc. in its acquisition by Altria Group, Inc.; Moody’s Corporation in its acquisition of BVD; Fairmont Resorts and Hotels, Inc. in its sale to Accor; Macrocure Ltd. in its acquisition by Leap Therapeutics; Oshap and MINT in their sale to SunGard; ILFC in its sale to AIG; Marsh and McLennan in its acquisition of Johnson and Higgins; Seminis Seed Company in a going private transaction; The Mead Corporation in its merger of equals business combination with Westvaco Corporation; Honeywell Inc. in its combination with AlliedSignal Inc.; AMP Incorporated in its acquisition by Tyco International.
Mr. Friedman provided corporate advice to Kmart Corporation during its bankruptcy proceedings.
Mr. Friedman also provides general corporate advice, including with respect to director duties and responsibilities, disclosure issues, corporate compliance matters and internal investigations, and financing transactions, to a number of firm clients on an ongoing basis.