Andrew Freedman

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). 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.

• 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.
• 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).

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Honors & Recognitions

• Ranked as a "Leading Lawyer" in Corporate/M&A: Shareholder Activism by Chambers USA, since 2017
• 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
• Recognized as a "Recommended Lawyer" in The Legal 500 U.S. in M&A/Corporate and Commercial - Corporate Governance, 2018
• Named one of the top 13 attorneys in the shareholder activism space by Business Insider, 2022
• 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 Rising Stars list, 2012-2015

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