Edmond T. FitzGerald
  1. Partner

As a partner in Davis Polk’s Corporate Department and the Executive Compensation Group, Mr. FitzGerald counsels clients on matters involving senior executive compensation and benefits, both in the ordinary course of clients’ business and in the context of mergers and acquisitions, new ventures, and restructurings.

He has extensive experience in structuring employment agreements, equity compensation, performance incentives, deferred compensation, change in control protections, and management participation in buyouts and new ventures.

He has experience in domestic and international M&A across a variety of sectors. He typically represents companies and their boards and compensation committees, although he represents individual principals and management teams in the context of special ventures and he has represented senior executives in limited situations.

Mr. FitzGerald also advises clients in structuring investment products, financial services and investment funds offered to large pension plans and similar institutional investors.

Work Highlights

M&A Advice
  • Aetna’s proposed $37 billion acquisition of Humana and $7.3 billion acquisition of Coventry Health Care
  • Tyson Foods’s contested $8.55 billion acquisition of Hillshire Brands
  • Thomas & Betts’ $3.9 billion sale to ABB Switzerland
  • CVS Caremark’s $2.9 billion acquisition of Longs Drug Stores and $1.25 billion acquisition of the Medicare Part D business of Universal American
  • AstraZeneca’s $2.7 billion acquisition of ZS Pharma
  • Campbell Soup’s $1.55 billion acquisition of Bolthouse Farms
Capital Markets Transactions
  • Arcos Dorados’ $1.4 billion SEC-registered IPO
  • Artio Global Investors’ $650 million SEC-registered IPO
Other Matters
  • Patriot Coal’s confirmation of its Chapter 11 Plan of Reorganization
  • ERISA asset management and investment structuring advice to various financial institutions, advisers and plans


Mr. FitzGerald is consistently recognized as a leader in the legal industry:

  • Chambers USA – Employee Benefits & Executive Compensation: New York: Star Individual 2016-2020

He is recognized as a leading executive compensation lawyer in various industry publications:

  • The Legal 500 U.S.
  • Corporate Counsel: Best Lawyers Annual Guide to Employee Benefits Law

Professional History

  • Partner, 2000-present
  • Associate, Davis Polk, 1997-2000
  • Associate, Pillsbury Winthrop, 1995-1997
  • Associate, Fried, Frank, Harris, Shriver & Jacobson, 1991-1995

Bar Admissions

  • State of New York


  • B.S., Cornell University, 1987
  • J.D., Brooklyn Law School, 1991