Andrew Freedman

Andrew Freedman

Attorney Profile

Top Rated Mergers & Acquisitions Attorney in New York, NY

Olshan Frome Wolosky LLP
 | 1325 Avenue of the Americas, 15th Floor
New York, NY 10019
Phone: 212.451.2250
Fax: 212.451.2222
Selected To Super Lawyers: 2016 - 2019
Selected To Rising Stars: 2012 - 2015
Licensed Since: 2006
Practice Areas:
  • Mergers & Acquisitions (50%),
  • Securities & Corporate Finance (30%),
  • Business/Corporate (20%)
Attorney Profile

A Partner and Co-Chair of the firm’s Activist & Equity Investment Group, Andy is one of the leading attorneys in the nation practicing in the area of shareholder activism and advises some of the nation’s most prolific activist investors, including Starboard Value and Elliott.   Andy has been ranked by Chambers USA as a “Leading Lawyer” in Corporate/M&A: Shareholder Activism category and has been recognized as a Tier 1 "Leading Lawyer" in The Legal 500 U.S. in in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders.

 

Andy’s practice focuses on shareholder activism, mergers & acquisitions, hostile takeovers and hedge fund strategies such as merger arbitrage and distressed investments. Andy has represented activist investors in connection with hundreds of major shareholder activism campaigns that have led to the replacement of approximately 700 public company directors. Andy is frequently quoted as an industry expert in the area of shareholder activism in national publications and news outlets, including The Wall Street Journal, Corporate Secretary Magazine, Law360, Activist Insight, Activism Monthly, and The Deal. Andy also speaks on activist panels throughout the country and contributes articles on shareholder activism to notable media publications.  

Notably, Andy was an integral part of the team that led the representation of Starboard Value on its “historic” full board victory at Darden Restaurants; H. Partners on its successful, precedent setting withhold campaign at Tempur Sealy; Starboard Value in its successful settlement at Yahoo!; and Elliott Management in its successful campaign at Arconic.

Andy has experience advising on activist campaigns in Canada.  He has represented clients in more than two dozen proxy contests in Canada, and he has a strong understanding of the rules and regulations governing Canadian companies.   

Andy has been cited for his preeminence in shareholder activism and corporate and securities by Chambers USA, Legal 500 US (Tier 1 Leading Lawyer) and Super Lawyers. 

Olshan's Shareholder Activism Practice Group is widely recognized as the nation's premier practice in representing activist investors in contested director elections. We are consistently ranked as the No. 1 legal advisor to activist investors by just about every league table and publication that covers shareholder activism, including the FactSet SharkRepellant Activism Scorecard, Refinitiv Global Shareholder Activism Scorecard, Activist Insight Monthly and The Deal Activism League Table. We led the way again in 2018, having advised on more than 100 activist campaigns according to FactSet SharkRepellant. The Legal 500 United States 2019 guide to leading law firms and attorneys has named Olshan's Shareholder Activism Practice as a Top Tier 1 Leading Firm in M&A/corporate and commercial: Shareholder Activism - advice to shareholders. The publication affirmed that Olshan "advises leading activist hedge funds on their campaigns" and "also handles M&A related activism."

Andy received his J.D. from Washington University School of Law, St. Louis and holds a B.S. from University of Michigan.

 

About Andrew Freedman

Admitted: 2006, New York

Professional Webpage: https://www.olshanlaw.com/attorneys-Andrew-Freedman.html

Honors/Awards:

  • Andy has been recognized as a Tier 1 "Leading Lawyer" in The Legal 500 U.S. in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders for 2019, The Legal 500 United States, 2019
  • Andy has been recognized as a Tier 1 "Leading Lawyer" in The Legal 500 U.S. in in M&A/corporate and commercial: Shareholder Activism - advice to shareholders for 2019, Chambers USA, 2019
  • Andy has been recognized as a "Recommended Lawyer" in The Legal 500 U.S. in M&A/corporate and commercial - Corporate Governance for 2018, "Recommended Lawyer", The Legal 500 United States, 2018
  • Andy has been ranked as a "Leading Lawyer" in Corporate/M&A: Shareholder Activism by Chambers USA, for 2018, "Leading Lawyer" in Corporate/M&A: Shareholder Activism , Chambers USA, 2018
  • Andy has been ranked as a "Leading Lawyer" in Corporate/M&A: Shareholder Activism by Chambers USA, for 2017., "Leading Lawyer" in Corporate/M&A: Shareholder Activism, Chambers USA, 2017

Scholarly Lectures/Writings:

  • As we previously reported, the SEC issued a statement in July announcing that it will host a roundtable regarding the U.S. proxy process. The roundtable, expected to be held in November, will give the SEC an opportunity to discuss with market participants various topics, including the hotly debated role of proxy voting firms. On September 13, 2018, the Division of Investment Management of the SEC (the “Staff”) issued an Information Update stating that in developing the roundtable agenda, the Staff has been considering whether prior SEC guidance on the responsibilities of investment advisers with regard to voting client proxies and retaining proxy voting firms should be “modified, rescinded or supplemented.” As part of this process, the Staff announced that it has withdrawn, effective immediately, no-action letters it issued in 2004 to Egan-Jones Proxy Services and Institutional Shareholder Services that provided guidance regarding the reliance of investment advisers on the recommendations of proxy voting firms. This Client Alert discusses the rules and existing guidance on investment advisers’ responsibilities with regard to their use of proxy voting firms and the reactions to and implications of the withdrawal of the no-action letters., Co-Author, SEC No-Action Letters on Investment Adviser Responsibilities in Voting Client Proxies and Use of Proxy Voting Firms, Firm Client Alert, 2018
  • Olshan client, the Stilwell Group, received an award of attorneys fees from the Delaware Chancery Court earlier this month in connection with its successful challenge to a corporate bylaw limiting director eligibility. The Court's ruling, discussed in further detail in this client alert, provides some significant guidance on bylaws that establish director qualifications as well as how a Board should (or should not) respond to a director elected through an activist campaign., Co-Author, Olshan Client Awarded its Attorneys Fees in Suit to Protect Shareholder Nomination Rights, Olshan Client Alert, 2018
  • Shareholder activists who have missed a nomination deadline for whatever reason should be aware that in certain circumstances they may have a second bite at the apple.  Where a company experiences a material change in circumstances set in motion by its board after the passing of the nomination deadline, the shareholder may have grounds to compel the company to reopen the nomination window if the shareholder can demonstrate that the change in circumstances would have been material to its decision whether or not to nominate directors had it been known at such time. There is already case law in Delaware holding that it is inequitable for directors to refuse to grant a waiver of an advance notice deadline under such circumstances.  This Client Alert provides an overview of Darwin Deason’s recently commenced lawsuit in New York State Supreme Court seeking to enjoin Xerox Corp. from enforcing its December 11, 2017 nomination deadline based on the Delaware standard on this issue.  This is a case of first impression in New York and the adoption of the Delaware holding by a New York court would be a major victory for shareholder activists.  However, as a vast majority of corporations are incorporated in Delaware, we also remind shareholder activists who desire to nominate directors after a deadline has passed that material developments caused by a company’s board that come to light after the deadline may give them grounds to request a waiver of the deadline. , Co-Author, Shareholder Activists Who Have Missed a Nomination Deadline May Have a Second Bite at the Apple, Firm Client Alert, 2018
  • On April 27, 2018, the New York State Supreme Court issued an important decision temporarily blocking a proposed business combination between Xerox Corporation ("Xerox") and Fuji Xerox Co., Ltd., the longstanding joint venture between Xerox and Fujifilm Holdings Corporation. The "lynchpin" of the Court's decision to block the transaction turned on the conduct of Xerox's "massively conflicted" CEO Jeff Jacobson in negotiating the transaction, and the Board's "acquiescence" to such conduct. In addition to blocking the transaction, the Court enjoined Xerox from enforcing its nomination deadline for its 2018 annual meeting of shareholders, representing a monumental victory for shareholder activists. This Client Alert focuses on the Court's decision to enjoin enforcement of the nomination deadline given the major impact we believe it will have on strategies that could be deployed by shareholder activists after a nomination deadline has passed., Co-Author, New York State Supreme Court Blocks Proposed Xerox Transaction Leading to Swift Settlement, Firm Client Alert, 2018
  • California could become the first state in the nation to enact legislation promoting gender diversity in corporate boardrooms. On May 31, 2018, the State Senate of California passed a bill that would require public companies headquartered in California to comply with certain gender quota requirements with respect to board composition. The bill, if enacted, would require any "publicly held" domestic and foreign corporation whose principal executive offices are located in California to have a minimum of one "female" on its board of directors no later than December 31, 2019. No later than December 31, 2021, the required minimum would increase to 2 female directors for corporations with 5 directors or to 3 female directors for corporations with 6 or more directors. This Client Alert discusses the bill and the growing movement to promote gender diversity in the boardroom., Co-Author, California State Senate Passes Bill That Would Impose Gender Quotas on Public Company Boards, Firm Client Alert, 2018
  • On July 30, 2018, Chairman Jay Clayton of the SEC issued a statement announcing that the SEC will host a roundtable this fall regarding the U.S. proxy process. Noting that "shareholder engagement is a hallmark of our public capital markets, and the proxy process is a fundamental component of that engagement," Chairman Clayton is seeking the perspectives of companies, investors and other market participants on whether various aspects of the proxy rules should be clarified. The roundtable agenda has not yet been announced. However, Chairman Clayton has asked the SEC Staff to consider and invited others to comment on various areas, including the voting process, retail shareholder participation, shareholder proposals, proxy advisory firms, technology and innovation and universal proxies, as discussed in further detail in this Client Alert., Co-Author, SEC Announces Roundtable on the Proxy Process, Firm Client Alert, 2018
  • Institutional Shareholder Services ("ISS") and Glass, Lewis & Co. ("Glass Lewis") recently released their 2019 proxy voting guideline updates for the United States. The two leading proxy advisory firms addressed various topics in their updated guidelines, including matters relating to gender diversity on corporate boards. Given today's heightened relevance of board gender diversity to shareholder activism, including the growing number of companies being targeted by activists due to a lack of female director representation on their boards, this client alert summarizes ISS' and Glass Lewis' updated guidelines in this area. discusses the rules and existing guidance on investment advisers' responsibilities with regard to their use of proxy voting firms and the reactions to and implications of the withdrawal of the no-action letters., Co-Author, Institutional Shareholder Services and Glass, Lewis & Co. Release Updated Voting Guidelines Promoting Gender Diversity on Corporate Boards, Firm Client Alert, 2018

Other Outstanding Achievements:

  • Olshan's Shareholder Activist Practice is widely recognized and is consistently ranked as the nation’s premier practice in representing activist investors in contested director elections and ranked as the No. 1 Legal Advisor to activist investors by FactSet SharkRepellent, Thomson Reuters and Activist Insight Monthly., 2018

Educational Background:

  • Washington University School of Law, St. Louis, MO J.D., May 2004 Activities & Awards: Scholars in Law Award Recipient (15 awarded in each incoming class) Dean’s List, Fall 2001, Fall 2002, Spring 2003 Editor, Intellectual Property and Unfair Competition in a Nutshell (West Publishing Co., 5th ed. 2004) University of Michigan, Ann Arbor Bachelor of Science, Biology/Biological Anthropology: May 1998 Honors Program, Thesis: High-Altitude Hypoxia & Indigenous Mountain Populations of Peru GPA – 3.71, Magna Cum Laude Awards: Golden Key National Honor Society, Dean’s List all semesters
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Office Location for Andrew Freedman

1325 Avenue of the Americas
15th Floor
New York, NY 10019

Andrew Freedman:

Last Updated: 7/4/2019

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