Andrew Freedman
Top rated Mergers & Acquisitions attorney in New York, New York
Olshan Frome Wolosky LLP
Practice areas: Mergers & Acquisitions, Securities & Corporate Finance, Business & Corporate
Licensed in New York since: 2006
Education: Washington University in St. Louis School of Law
Olshan Frome Wolosky LLP
1325 Avenue of the Americas16th Floor
New York, NY 10019 Phone: 212-451-2250 Email: Andrew Freedman Visit website
Widely acknowledged nationally as preeminent in the shareholder activism arena, Andrew Freedman represents many of the most active and prominent activist investors and investment funds, as well as newly launched activist investment firms. A co-founder of Olshan's Shareholder Activism Practice, he now leads Olshan’s top-ranked global Shareholder Activism Group.
Leading activist hedge funds and investors choose Andy to guide them in their shareholder activism campaigns, proxy fights, 13D filings, hostile takeovers, corporate governance matters, and engagements with public company management and boards of directors. Private equity firms also seek his counsel regarding “toehold” stakes, PIPEs, M&A strategies, and transaction negotiations, including offer letters, diligence, NDAs, and regulatory issues.
Andy has represented investors in hundreds of high-stakes, high-profile shareholder activism campaigns in the U.S., Canada, Europe, and Asia, helping clients replace more than 1,000 directors on public company boards and strengthening corporate governance and accountability in the process. An out-of-the-box strategic thinker, Andy finds solutions.
He has achieved landmark, precedent-setting proxy contest wins, including for Starboard Value in its historic full board victory at Darden Restaurants (the first-ever replacement of an entire board of an S&P 500 company) and for Browning West in its remarkable full board victory at Gildan Activewear. He was integral to H Partners' seminal withhold campaign victory at Tempur Sealy and advised Elliott Management in many of its successful campaigns, including at Arconic and Suncor Energy. He has delivered similar successful results for activist shareholders at Shutterfly, Alcoa, L Brands, Brink's, Avon, and Newell Brands.
Andy's skill in assessing the prospects for change and devising proxy campaign strategies gives clients a competitive edge regardless of campaign constraints. He is regularly praised as a tenacious adversary, a master strategist, and sophisticated in managing the myriad technical details of campaigns. A tactician of the highest order and aggressive in delivering results, Andy's talent and reputation lend credibility and power to campaigns, ultimately resulting in highly successful outcomes.
Chambers USA has ranked him as a “Leading Lawyer" in Shareholder Activism and one of the top practitioners in the U.S. since 2017. The Legal 500 United States ranks him as a Tier 1 Leading Lawyer in M&A/Corporate and Commercial: Shareholder Activism-Advice to Shareholders. Under Andy's leadership, Olshan is ranked the No. 1 legal advisor to activist investors by every league table and publication covering shareholder activism.
Quoted frequently as an authority in leading national publications and news outlets, like The Wall Street Journal, Andy is a sought-after speaker on activist panels throughout the U.S. and authors articles on shareholder activism for media and academic journals, including Harvard Law School Forum on Corporate Governance.
First Admitted: 2006, New York
Professional Webpage: https://www.olshanlaw.com/attorneys-Andrew-Freedman.html
Bar / Professional Activity
- New York
- Fellow of the American Bar Foundation, 2025
Transactions
- Represented Starboard Value in its “unprecedented” and “extraordinary” proxy contest victory for all 12 board seats at Darden Restaurants, the first-ever replacement of an entire board of an S&P 500 company.
- Represented Browning West in its historic proxy contest victory for the entire board at Canadian clothing maker Gildan Activewear, to be replaced by Browning West's eight nominees, and reinstating its former chief executive officer and founder, Glenn Chamandy.
- Assisted H Partners in its historic "just vote no" campaign against Tempur Sealy that led to extensive leadership changes at the mattress maker, including the forced resignations of the CEO and chairman. This withhold campaign was the first time the SEC approved the use of a shareholder’s proxy card to only vote against the incumbent directors.
- Represented Elliott Investment Management in connection with its cooperation agreement at Suncor Energy, pursuant to which three new independent directors joined the board, two of whom served on the CEO search committee, and a new board committee was established to conduct a strategic review of downstream retail business.
- Advised Starboard Value in its cooperation agreement with Humana to add two new independent directors to the board.
- Represented Kushner Companies in its campaign at Veris Residential which resulted in the appointment of two real estate industry veterans to its board, following its unsolicited bid to acquire the company.
- Advised Lion Point in its agreement for significant board change at Sierra Wireless where two independent directors were appointed to the board immediately and, following the annual meeting, an additional three independent directors were appointed to the board (two of which were recommended by Lion Point).
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
- B.S., University of Michigan
Scholarly Lectures / Writings
- Olshan Co-Managing Partner and Chair of the firm’s Shareholder Activism Practice Andrew Freedman authored an article for Harvard Law School Forum on Corporate Governance entitled “2024 Year End Activism Review.” In this review, Andy provides a comprehensive analysis of shareholder activism trends and highlights from 2024, along with key insights and expectations for 2025. Andy writes “the number of activist campaigns at companies with market capitalizations greater than $500 million increased, making 2024 the most active year since 2018.” The U.S. remained the primary battleground, hosting 60% of all campaigns globally, and Japan continued its rise as a major hub for activism in the APAC region. He also highlights several high-profile campaigns, including Elliott Management’s successful board overhaul at Southwest Airlines and Trian Partners’ influential engagement with The Walt Disney Company. Andy also details significant wins for Olshan-advised clients, such as full board replacements at Gildan and Dye & Durham in Canada. The piece also explores key legal and regulatory developments, including new SEC guidance impacting 13G/13D filing status and the implications of the Delaware Supreme Court’s decision in Kellner v. AIM Immunotech Inc. on bylaw amendments. Andy concludes by noting a strong start to 2025, stating “fresh opportunities for shareholder engagement will emerge, setting the stage for another robust year for shareholder activism in 2025.”, Author, 2024 Year End Activism Review, Harvard Law School Forum on Corporate Governance, 2025
- Olshan recently published an article for the Harvard Law School Forum on Corporate Governance entitled “Shareholder Activism - 2024 Mid-Year Review.” , Author, Shareholder Activism - 2024 Mid-Year Review, Harvard Law School Forum on Corporate Governance, 2024
- Olshan Co-Managing Partner and Chair of the firm’s Shareholder Activism Practice Andrew Freedman authored an article for Harvard Law School Forum on Corporate Governance entitled “Summary of Activism in 2023 and a Preview of Activism in 2024.” Despite the inclination of many activists to tread cautiously in 2023 during the first full year under the universal proxy card rules coupled with the SEC’s announced final rules governing its proposed modernization of the Schedule 13D reporting system, Andy writes that “shareholder activists proved to be highly impactful in 2023 in terms of their ability to influence boards, obtaining a record number of board seats since 2018.” Andy notes that activists also enjoyed a busy year on the international stage in 2023: “With sharp spikes in the number of companies subject to activist campaigns in certain foreign jurisdictions, including Canada and Asia, U.S. activism accounted for less than 50% of global activity for the first time since 2020 according to Barclays.” He also dispels the assumption that the universal proxy card would reduce the costs of running a proxy contest and would inspire a torrent of “gadfly activists”: “Instead, what we have actually seen under UPC is a greater appetite by boards and their advisers to reach cooperation agreements in the face of activists seeking to replace the most vulnerable, ‘weakest link’ incumbents with highly qualified, specialized and diverse nominees.” Moreover, Andy explains that activists were pleased with the SEC’s decision not to completely overhaul the beneficial ownership reporting regime. "At the end of the day,” he writes, “the new rules were less transformative and more balanced than initially proposed. …While the SEC’s guidance provides helpful insight, we believe that most seasoned activists had long ago incorporated the salient principles of group formation and swap-related beneficial ownership underpinning this guidance in the way they conduct their investment activities.” Andy observes that the adoption of onerous amendments to companies’ advance notice nomination bylaw provisions presented issues for activists in 2023, but he also notes that “activists scored a monumental victory when the Delaware Chancery Court in Kellner v. AIM ImmunoTech, Inc. invalidated four of six amended ANBs, including the use of a troubling ‘stockholder associated persons’ provision, for being ‘overbroad, unworkable, and ripe for subjective interpretation by the Board.’” Andy concludes that we can expect similar lawsuits in the future and that “in 2024 we would not be surprised to see shareholder activists be more proactive in shining a light on offensive ANBs right off the bat by incorporating business proposals into their nomination letters that seek to clean up or roll back these provisions as part of the annual meeting agenda.”, Author, Summary of Activism in 2023 and a Preview of Activism in 2024, Harvard Law School Forum on Corporate Governance, 2024
- Olshan Co-Managing Partner and Chair of the firm’s Shareholder Activism Practice Andrew Freedman authored a Bloomberg Law article (subscription required) entitled “CEOs Are More Vulnerable Than Ever as Shareholder Activism Rises.” In the article, Andy discusses the natural inclination of blaming a company's CEO for a firm's financial woes and directional missteps. In the era of shareholder activism, such moves against CEOs have reached a seemingly all-time high. Examples like Scott Thompson's resignation as the CEO of Yahoo Inc. and Mantle Ridge's campaign against CSX Transportation Inc., resulting in Hunter Harrison being appointed as the new CEO, illustrate the point. “CEOs have always been subject to heightened scrutiny by activists—and for good reason,” Andy writes. “As the principal executive officer, a CEO not only is the face of the company but also typically wields significant power to influence the organization’s strategic direction, operations, share price performance, and ESG profile.” He cautions that seeking to remove a CEO at a shareholder's meeting, however, is considered an aggressive and somewhat risky procedure. Such a campaign might even alienate investors and harm the firm's financial picture—especially if the embarrassing information on the CEO is not necessarily publicly known: “However, once exposed through media reports or social media, it enables activists to argue that the misconduct represents toxicity and dysfunction at the management level, and that any attempt by the board to sweep the CEO’s misdeeds under the rug would be problematic from a corporate governance standpoint.”, Author, CEOs Are More Vulnerable Than Ever as Shareholder Activism Rises, Bloomberg Law, 2023
- Open Letter to Directors and Activists Regarding Amendments to Advance Notice Bylaws , Co-Author, Open Letter to Directors and Activists Regarding Amendments to Advance Notice Bylaws, Harvard Law School Forum on Corporate Governance, 2022
- Chancery Court Enjoins Annual Meeting in Defense of Stockholder Franchise, Co-Author, Chancery Court Enjoins Annual Meeting in Defense of Stockholder Franchise, Harvard Law School Forum on Corporate Governance, 2022
- Universal Proxy Rules: Roadmap for Annual Meetings , Co-Author, Universal Proxy Rules: Roadmap for Annual Meetings, Harvard Law School Forum on Corporate Governance, 2022
- SEC Proposes Updates to Schedule 13D/G Reporting, Author, SEC Proposes Updates to Schedule 13D/G Reporting, Harvard Law School Forum on Corporate Governance, 2022
- Proposed Rules on Disclosure of Security-Based Swap Positions, Co-Author, Proposed Rules on Disclosure of Security-Based Swap Positions, Harvard Law School Forum on Corporate Governance, 2022
- The Harvard Law School Forum on Corporate Governance, one of the top online resources for discourse on corporate governance, recently published a client alert authored by Partners Andrew Freedman, Lori Marks-Esterman and Ron Berenblat titled “Chancery Court Highlights Importance of Delivering Nomination Notices Ahead of Advance Notice Deadlines.” The article discusses the Delaware Chancery Court’s recent decision in Rosenbaum v. CytoDyn Inc., No. 2021-CV-0728-JRS (Del. Ch. Oct. 13, 2021), which found that a group of activist investors seeking to nominate a dissident slate of directors did not comply with a company’s advance notice bylaws. The article discusses the key takeaways from the decision and provides practical insight into how the ruling is likely to impact proxy contests going forward. The case arose following a push by a group of investors to nominate directors and institute changes at CytoDyn, Inc., a pharmaceutical firm in the process of developing a new drug. Litigation commenced after CytoDyn’s board of directors rejected the investors’ 222-page nomination notice because of disclosure deficiencies. In the decision, the Court found the Nomination Notice “fell short of what was required” in two ways. First, the Court held the Nomination Notice did not sufficiently disclose “who was supporting [P]laintiffs’ proxy contest” financially. And second, the Nomination Notice failed to disclose that the Plaintiffs’ nominees might seek to facilitate a future merger with another company that had ties to the investor group if the campaign was successful—information the Court found to be “material” to a reasonable investor. A unique feature of the Court’s opinion was its response to the parties’ “very different perspectives of the standard of review” that should be applied. The Plaintiffs argued that the Court should have applied “enhanced scrutiny” to the Board’s rejection of the nomination under the Delaware Supreme Court’s decision in Blasius Industries, Inc. v. Atlas Corporation because the rejection was an act by a conflicted board taken “for the primary purpose of impeding the exercise of stockholder voting power.” Conversely, CytoDyn asserted that the more permissive business judgment rule should apply, and that the clear terms of the bylaws—a contract between the Company and its shareholders—should be enforced according to clear terms. The Court found that a Blasius review was not warranted because Plaintiffs had played “fast and loose” with their disclosure obligations and left no time to fix any issues; thus, the Board’s delay in rejecting the Nomination Notice did not rise to the level of “manipulative” conduct warranting enhanced scrutiny review under Blasius. From a practical perspective, the decision serves as a reminder that shareholders seeking to nominate directors should obtain guidance from advisors specializing in shareholder activism. The case also serves as a reminder of the newfound importance of submitting nominations as far in advance of the nomination deadline as possible in order to build in enough time for the company to respond to the notice and for the nominating shareholder to address any purported delinquencies prior to the deadline. Read the client alert in its entirety here., Co-Author, Chancery Court Highlights Importance of Delivering Nomination Notices Ahead of Advance Notice Deadlines, Harvard Law School Forum on Corporate Governance, 2021
- The Harvard Law School Forum on Corporate Governance recently published an article authored by Andrew M. Freedman and Ron S. Berenblat entitled "BlackRock's Recent Move Could Benefit Shareholder Activists in Election Contests." The article discusses BlackRock's announcement that it has launched an initiative to provide its institutional clients the opportunity to make their own voting decisions on proxy matters tied to their investments., Co-Author, BlackRock's Recent Move Could Benefit Shareholder Activists in Election Contests, Harvard Law School Forum on Corporate Governance, 2021
- The Harvard Law School Forum on Corporate Governance recently published an article authored by Sebastian Alsheimer and Andrew Freedman entitled, "Leadership Change at the SEC: What Activists Could Expect." The article discusses the Biden administration's confirmation of Gary Gensler, who led the Commodity Futures Trading Commission from 2009 to 2014, to head the Securities and Exchange Commission., Co-Author, Leadership Change at the SEC: What Activists Could Expect, Harvard Law School Forum on Corporate Governance, 2021
- The Harvard Law School Forum on Corporate Governance recently published an article authored by Lori Marks-Esterman, Steve Wolosky, and Andrew Freedman entitled "Delaware Supreme Court Affirms AmerisourceBergen Ruling that Company Must Produce Documents." The article discusses the December 202 Delaware Supreme Court decision in AmerisourceBergen corporation v. Lebanon county Employees' Retirement Fund and Teamsters Local 443 Health Services & Insurance Plan, No. 60, 2020 (Del. 10, 2020) regarding stockholders' rights to review the books and records of Delaware corporations under Section 220 of the Delaware General Corporation Law., Co-Author, Delaware Supreme Court Affirms AmerisourceBergen Ruling that Company Must Produce Documents, Harvard Law School Forum on Corporate Governance, 2021
- 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
Honors
- Recognized as a Distinguished Adviser in Shareholder Activism by Financier Worldwide Magazine, 2025, Distinguished Adviser in Shareholder Activism, Financier Worldwide Magazine, 2025
- Ranked as a Band 1 "Leading Lawyer" in Corporate/M&A: Shareholder Activism by Chambers USA, since 2024, Band 1 "Leading Lawyer" in Corporate/M&A: Shareholder Activism, Chambers USA, 2025
- Ranked as a "Leading Lawyer" in Corporate/M&A: Shareholder Activism by Chambers USA, 2017-2023, "Leading Lawyer" in Corporate/M&A: Shareholder Activism, Chambers USA
- Ranked as Tier 1 in The Legal 500 U.S. New York City Elite rankings for Corporate and M&A, 2025, Tier 1 in New York City Elite rankings for Corporate and M&A, The Legal 500 U.S., 2025
- Recognized as a Tier 1 "Leading Lawyer" in The Legal 500 U.S. in M&A/Corporate and Commercial: Shareholder Activism - Advice to Shareholders, since 2019, Tier 1 "Leading Lawyer" in M&A/Corporate and Commercial: Shareholder Activism - Advice to Shareholders, The Legal 500 U.S.
- Recognized as a "Recommended Lawyer" in The Legal 500 U.S. in M&A/Corporate and Commercial - Corporate Governance, 2018, "Recommended Lawyer" in M&A/Corporate and Commercial - Corporate Governance, The Legal 500 U.S., 2018
- Named one of the top 13 attorneys in the shareholder activism space by Business Insider, 2022, One of the Top 13 Attorneys in the Shareholder Activism Space, Business Insider, 2022
- Named to the 2025 Lawdragon 500 Leading Dealmakers in America list, Leading Dealmakers in America, Lawdragon, 2025
- Named to the “New York Business’ Notable Leaders in Accounting, Consulting & Law” by Crain’s New York Business, 2024, New York Business’ Notable Leaders in Accounting, Consulting & Law, Crain’s New York Business, 2024
- Named to the New York Metro Super Lawyers list, a Thomson Reuters lawyer rating service, since 2016, Named to the New York Metro Super Lawyers list, New York Metro Super Lawyers
- Named to the New York Metro Super Lawyers Rising Stars list, 2012-2015, New York Metro Super Lawyers Rising Stars list, New York Metro Super Lawyers
Selections
- Super Lawyers: 2016 - 2026
- Rising Stars: 2012 - 2015