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Sebastian L. Fain


Corporate advisory and governance |

Sebastian Fain is a star: excellent mastery of the detail and relentless drive to reach the best outcome for his clients. On top of it all, Sebastian is a brilliant client lawyer and a delight to work with.

Legal 500, 2022

Profile details

About Sebastian L. Fain

Sebastian focuses on M&A, activism defense and corporate governance. His experience is centered on domestic and cross-border M&A, including public company mergers and de-SPAC transactions, private equity acquisitions, joint ventures, complex business carve-outs and divestitures, hostile takeovers and defense, carve-out IPOs, spin-offs and split-offs. He also has experience representing clients in complex commercial agreements and in capital markets transactions, such as IPOs, secondary offerings, block trades, high-yield bond offerings and exchange offers.

In addition, Sebastian extensively counsels management and boards of directors on governance, activism and disclosure matters.

Recent work

  • AstraZeneca on its
    • $39 billion acquisition of Alexion Pharmaceuticals.
    • acquisition of LogicBio® Therapeutics, Inc.
    • $1.1 billion acquisition of Icosavax.
    • pending $1.2 billion acquisition of Gracell Biotechnologies Inc.
  • Committee of independent directors of the board of Qualtrics on the $12.5 billion all-cash sale of the company to a private equity consortium (the largest private equity transaction of the year).
  • Solvay on its joint venture with Orbia Group for the production of suspension-grade polyvinylidene fluoride (PVDF), creating the largest capacity for suspension-grade PVDF in North America.
  • Verlinvest S.A. in connection with a comprehensive financing by Oatly Group AB.
  • London Stock Exchange on its:
    • acquisition of AcadiaSoft.
    • acquisition of MayStreet.
  • Japan Tobacco on its joint venture with Altria Group to market and commercialize heated tobacco stick products in the US.
  • CarLotz on its sale to Shift Technologies.
  • Euronav NV on its successful defense against a proxy contest launched by minority shareholder Compagnie Maritime Belge (CMB) in opposition of Euronav’s $4.2 billion merger with Frontline.
  • GXO Logistics on its recommended $1.2 billion cash and share offer for Clipper Logistics.
  • Universal Music Group on numerous transactions including:
    • Spin-off from Vivendi SE and listing of 60% of its share capital on Euronext Amsterdam at a $40 billion valuation and concurrent sale of 10% of Vivendi’s holding in UMG to Pershing Square.
    • $3.36 billion sale of 10% of its equity by parent Vivendi to Tencent and related option for Tencent Music to acquire a piece of UMG’s China business.
  • Cazoo on its $7 billion business combination with US SPAC AJAX I, including a concurrent $800 million PIPE.
  • A major shareholder in ReNew Power on its $8 billion business combination with SPAC RMG Acquisition Corp. II.
  • The founder and CEO of Babylon on its $4.2 billion business combination with SPAC Alkuri Global.
  • Clever Leaves on its business combination with SPAC Schultze Special Purpose Acquisition Corp.
  • Global Brands on its $1.38 billion sale of a significant part its North American business to Differential Brands.
  • Starbucks on its $7.15 billion global coffee alliance with Nestlé.
  • Sears on the $900 million sale of its Craftsman brand to Stanley Black & Decker.
  • Spectra Energy on its $28 billion merger of equals with Enbridge.
  • Nasdaq on its $1.1 billion acquisition of International Securities Exchange from Deutsche Börse.
  • Airgas on its $13.4 billion sale to Air Liquide.
  • BGC Partners and GFI Group on the $650 million sale of GFI's Trayport business to Intercontinental Exchange.
  • XPO Logistics on numerous transactions including its:
    • $1.26 billion PIPE equity raise.
    • €3.24 billion acquisition of Norbert Dentressangle S.A.
    • $3 billion acquisition of Con-way.
    • $615 million acquisition of New Breed Holding Company.
    • $335 million acquisition of Pacer International.
  • Atlas Energy on its
    • $1.8 billion merger with Atlas Energy Resources.
    • sale to Targa Resources Corp. for $1.9 billion in cash and stock.
    • spin-off of its non-midstream assets, including its 100% GP interest and incentive distribution rights in its E&P subsidiary, Atlas Resource Partners.


  • JD, Harvard Law School
  • AB in Biology, Harvard University
  • Admitted to practice in the State of New York