Arthur Fleischer Jr., Veteran Corporate Takeover Lawyer, Dies at 92
He was 92. His wife, Susan, confirmed his death. He was 92.
The death was confirmed by his wife, Susan.
Over a 65-year career at the firm that became known as Fried, Frank, Harris, Shriver & Jacobson, where he eventually served as co-chairman, Mr. Fleischer became one of the top practitioners of the business of mergers and acquisitions, playing a role in a number of major transactions.
Perhaps his highest-profile assignment was advising what was then Philip Morris in its unsolicited takeover bid of Kraft, which led to a $13.1 billion deal in 1988. At the time, it was one of the biggest mergers ever announced.
His line of work, he admitted, could be demanding. In 1988, he told The New York Times that these transactions did not offer on-the-job learning opportunities. Mr. Fleischer also provided legal counsel to BellSouth in its $86 billion sale to AT&T in 2007; to Chevron in its $36 billion takeover of Texaco in 2001; to Bestfoods in its $24 billion sale to Unilever in 2000; and to Dow Jones & Company in its $5.3 billion sale to Rupert Murdoch’s News Corporation.
The Philip Morris battle involved many of the best-known deal makers of the era, with Mr. Fleischer working alongside the star banker Bruce Wasserstein and facing off against Willard Overlock Jr., of Goldman Sachs, and Martin Lipton, a rival lawyer at Wachtell, Lipton, Rosen & Katz.
Mr. Fleischer was frequently mentioned in the same breath with Mr. Lipton, the inventor of the famous poison-pill defense, and Joseph H. Flom, of Skadden, Arps, Slate, Meagher & Flom. “He has been a pioneer in the art of engaging in hostile takeovers and defending against them, from the days when such transactions were novel and not being undertaken by many law firms.”
Arthur Fleischer Jr. was born on Jan. 27, 1933, in Hartford, Conn., the second son of Arthur and Clare (Katzenstein) Fleischer. He assumed he’d follow in the footsteps of his father and brothers. But soon after he took up chemistry during his freshman year at Yale University, the school his father and brothers had attended, he discovered that his talents lay elsewhere.
After he broke his school-issued set of laboratory glassware, a teacher told him, “You’d be a great theoretical scientist, but this is a lab science,” his wife said in an interview.
He decided to major in history, graduating in 1953, and then joined the Army for two years, serving as a typist and working at the Pentagon. He then went on to Yale Law School, where he graduated in 1958. Fleischer began his legal career as a tax attorney at Strasser Spiegelberg. But when his former law school professor William L. Cary became chairman of the Securities and Exchange Commission during the Kennedy administration, Mr. Fleischer left to serve as Mr. Cary’s executive assistant in Washington.
It was during his time at the S.E.C. Mr. Fleischer’s interest in securities law led him to work on deals. In 1988, he told The Times that he was always working in an area where the law changed. “And it’s a field where the lawyers are at the heart of the transaction.” So it was more satisfying.”
Mr. Mr. Fleischer wrote about his experiences in “Takeover Defense” (originally authored with Alexander R. Sussman, and now in its ninth edition), described by Ms. Romano as “the leading book on takeover defenses”, and “Board Games” (1988) written with Geoffrey C. Hazard Jr., and Miriam Z. Klipper. Mr. Fleischer, who was one of the most passionate art collectors within the corporate law world, acquired works by both established and emerging artists. Many of these were displayed in Fried Frank offices. In a 2006 Wall Street Journal interview, he mentioned works by photographers Lise Schorr and Collier Schorr that were in the firm’s collections. He also served on the board of the Whitney Museum of American Art and the Kitchen (a nonprofit experimental art institution) and donated works to the Solomon R. Guggenheim Museum and Yale.
