Olshan Law: Attorney Profiles: Andrew M. Freedman

ANDREW M. FREEDMAN
Partner / New York

Andy is an experienced corporate and securities attorney who advises issuers and investors on a variety of matters, including public offerings and private placements, mergers and acquisitions and corporate governance. Andy specializes in advising hedge funds and investment firms on equity investments in public companies, including "activist" situations and proxy contests. Andy also has expertise in providing strategic counsel and guidance in hostile M&A situations. He has been involved in more than 70 proxy contests since joining Olshan.

Andy's general corporate experience includes employment agreements, stock incentive plans and stockholder agreements. He has experience representing private equity firms and private companies in convertible preferred stock financings and other venture capital transactions. He also represents hedge funds and other large investors in the preparation of their SEC filings, including Schedule 13D and Form 13F filings.

RECENT REPRESENTATIVE MATTERS

Recent Proxy Contests and Negotiated Board Representation

• Benihana of Tokyo, Inc.:

Advised Benihana of Tokyo, the largest common stockholder of Benihana, Inc. and an owner/operator of 17 Benihana restaurants, in obtaining Board representation at Benihana.
Currently providing strategic guidance to Benihana of Tokyo in connection with a special meeting of shareholders and the 2011 Annual Meeting.

• Starboard Value (f/k/a Ramius LLC):

Wausau Paper Corp. — Advising Starboard in connection with its 13D position and investment.
Openwave Systems Inc. — Advising Starboard in connection with its 13D position.
Zoran Corporation — Advised a successful consent solicitation which replaced three Board members. Presently advising
SeaChange International, Inc. — Advised Starboard in obtaining one Board seat.
SurModics, Inc. — Advised Starboard in obtaining two Board seats.
Extreme Networks — Advising Starboard in connection with its investment.
Tollgrade Communications, Inc. — Advised Starboard in a successful proxy contest against Tollgrade Communications resulting in three nominees being elected by shareholders to the Board.
Agilysys, Inc. — Advised Starboard in a proxy contest seeking representation on the Board of Directors of Agilysys. Successfully negotiated a settlement agreement with Agilysys ending the proxy contest and resulting in the appointment of two Starboard nominees to the Board.
Actel Corporation — Advised Starboard in a proxy contest seeking representation on the Board of Directors of Actel. Successfully negotiated a settlement agreement with Actel ending the proxy fight and resulting in the appointment of two Starboard nominees to the Board.
Orthofix International N.V. — Advised Starboard in first-ever proxy contest at a Netherlands-Antilles public company.
Datascope Corp. — Advised Starboard in a successful proxy contest against Datascope, resulting in one Starboard nominee being elected by shareholders to the Board.
Federal Signal Corporation — Advised Starboard in connection with its potential election contest against Federal Signal and successfully negotiated a settlement agreement with Federal Signal pursuant to which Starboard chose a director to be appointed to the Board.
A. Shulman, Inc. — Advised Starboard in a successful proxy contest against A. Shulman, resulting in two nominees being elected by shareholders to the Board.
Kensey Nash Corporation — Advised Starboard in the successful negotiation of representation for Starboard on the Board.

• Steel Partners:

Adaptec — Advised Steel Partners in connection with a successful consent solicitation to replace two incumbent directors.
Rowan Companies, Inc. — Advised Steel Partners in connection with a settlement agreement with Rowan, pursuant to which Rowan agreed to nominate a Steel Partners designee to the Board.
Aderans Holdings Co. Ltd. — Advised Steel Partners Japan in the successful negotiation of a settlement agreement with Aderans following the defeat of the incumbent board's re-election. As a result of the settlement agreement, Aderans agreed to certain corporate governance matters and to nominate for election to Aderans' Board two candidates proposed by Steel Partners. This is the first time that a foreign investment fund has succeeded in having one of its own representatives join the board of a Japanese company following the ouster of existing management.
Gencorp Inc. — Advised Steel Partners in connection with its election contest against Gencorp and successfully negotiated a settlement agreement with Gencorp resulting in the appointment of three Steel Partners nominees to the Board.
Point Blank Solutions, Inc. — Advised Steel Partners in its successful proxy contest against Point Blank where it won majority Board representation.

• Crescendo Partners:

Cott Corporation — Successfully negotiated Board representation for Crescendo Partners, resulting in the appointment to the Company's Board of four persons chosen by Crescendo Partners.
Charming Shoppes, Inc. — Advised Crescendo Partners in connection with its election contest against Charming Shoppes and successfully negotiated a settlement agreement with Charming Shoppes resulting in the Company nominating two Crescendo Partners nominees for election to the Board and submitting for shareholder approval a proposal to declassify the Board.
O'Charley's, Inc. — Advised Crescendo Partners in connection with its potential election contest against O'Charley's and successfully negotiated a settlement agreement with O'Charley's resulting in the appointment of three Crescendo Partners nominees to the Board and the Company's submission for shareholder approval of a proposal to declassify the Board.
Mothers Work, Inc. — Successfully negotiated representation for Crescendo Partners on the Board.

• FrontFour Capital Group LLC:

Advised FrontFour in connection with its successful proxy contest at Fisher Communications, Inc., resulting in the election of 2 FrontFour nominees.

Other Proxy Contests

Advised Dialectic Capital Partners, LP in the successful negotiation of a settlement agreement for representation on the Board of California Micro Devices Corporation.
Advised LaGrange Capital Partners in successfully obtaining three Board seats at Forward Industries, Inc.
Advised North & Webster in successfully obtaining one Board seat at S&D International, Inc.
Advised North & Webster in connection with its investment in Ezenia! Inc.
Advised John Reynolds in successfully obtaining a Board seat at CopyTele, Inc.
Advised Kingstown Partners, L.P. in the successful proxy contest against Ambassadors International, Inc. resulting in two Kingstown nominees being elected by shareholders to the Board.

Recent Merger & Acquisition Deals

Advising Seneca Capital, L.P. in opposition to tender offer by Icahn for Dynergy Inc.
Represented Ramius LLC in tender offer and acquisition of Cypress Bioscience, Inc.
Advised Dialectic in seeking two Board seats at Advanced Analogics Technologies, Inc.

BAR ADMISSIONS
2006, New York