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Andrew M. Freedman

Partner
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Honors

  • Andy was named for inclusion to the New York Super Lawyers Rising Stars list, a Thomson Reuters lawyer rating service for lawyers under 40, since 2012.

Education

J.D., Washington University School of Law, St. Louis, 2004

B.S., University of Michigan, 1998

Bar & Court Admissions

  • 2006, New York
Bio Narrative
Representative Matters
News, Events & Publications

As a partner in the firm's Equity Investment & Activist Group, Andrew M. Freedman represents some of the nation's most prolific activist investors.

Andy is an experienced corporate and securities attorney who focuses on representing clients in "activist" situations, proxy contests, mergers and acquisitions and corporate governance matters. Andy also has expertise in providing strategic counsel and guidance in hostile mergers and acquisitions. He has been involved in hundreds of such matters since joining Olshan.

Andy's general corporate experience includes negotiating 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.

Proxy Contests and Negotiated Board Representation
Starboard Value LP   
  • Office Depot: Represented Starboard in successful campaign for board seats.
  • Calgon Carbon: Represented Starboard in negotiation of board seat.
  • AOL: Represented Starboard in 2012 proxy contest.
  • Progress Software: Represented Starboard in seeking board seats.
  • Wasau Paper: Represented Starboard in negotiating two consecutive settlements for total of four board seats.
  • DSP Group: Representing Starboard in 2013 proxy contest and negotiated two board seats for Starboard in 2012.
  • Regis Corporation: Represented Starboard in successful proxy contest for three board seats at 2011 annual meeting.
  • MIPS Technologies, Inc.: Represented Starboard in negotiation of two board seats.
  • Openwave Systems Inc.: Represented Starboard in obtaining two board seats.
  • Zoran Corporation: Represented Starboard in a successful consent solicitation, which replaced three board members.
  • Immersion Corporation: Represented Starboard in connection with the nomination of two directors at the 2011 annual meeting.
  • SeaChange International, Inc.: Advised Starboard in obtaining one board seat.
  • SurModics, Inc.: Advised Starboard in obtaining two board seats.
  • Extreme Networks: Representing Starboard in connection with the nomination of two directors at the 2010 annual meeting.
  • Tollgrade Communications, Inc.: Advised Starboard in successful proxy contest for three board seats.
  • 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.
  • Agilysys, Inc.: Advised Starboard in negotiating settlement for two board seats.
  • Actel Corporation: Advised Starboard in negotiating settlement for two board seats.
  • Orthofix International N.V.: Advised Starboard in first ever proxy contest in the Netherlands-Antilles.
  • Datascope Corp.: Advised Starboard in a successful proxy for one board seat.
  • Federal Signal Corporation: Advised Starboard in negotiating one board seat.
  • Shulman, Inc.: Advised Starboard in successful proxy for two board seats.
  • Kensey Nash Corporation: Advised Starboard in the successful negotiation of representation for Starboard on the board.
Steel Partners Holdings
  • Adaptec: Advised Steel Partners Holdings in connection with successful consent solicitation to replace two incumbent directors.
  • 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 Holdings. 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 Holdings 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.: Advising Steel Partners Holdings in its successful proxy contest against Point Blank where it won majority board representation.
  • Represented Quinpario Partners in connection group’s investment in Zoltek Companies, Inc.
  • Advised Potomac in seeking board seats at SIGMA Designs.
  • Advised Cadian Capital in obtaining three board seats at Comverge Technology.
  • Advised SAVE Partners IV in seeking board seats at USA Technologies.
  • Advised Mangrove Partners in opposition to NABI Pharmaceuticals transaction.
  • Advised Cadian Capital Management, LLC on successful "Just Say No" campaign at Comverse Technology, Inc.
  • Advised Kingstown Partners L.P. on its investment in Signature Group Holdings.
  • Advised Raging Capital Funds in obtaining board representation at MRV Communications, Inc.
  • Advised National Technical Systems, Inc. in successful proxy contest defense.
  • Advised FrontFour Capital in obtaining two board seats at Fisher Communications, Inc.
  • Advised Bel Fuse, Inc. in seeking two board seats at Pulse Electronics Corporation and proposal to acquire Bel Fuse.
  • Advised Dialectic Capital Management, LLC in seeking two board seats at Advanced Analogics Technologies, Inc.
  • Advised Deutsche Bank Securities, Inc. in seeking one preferred director at Gramercy Capital Corp.
  • Advised Benihana of Tokyo in connection with investment at Benihana, Inc.
  • Advised LaGrange Capital Partners in successfully obtaining three board seats at Forward Industries, Inc.
  • Advised Simcoe Partners, L.P. in successful negotiation to obtain one board seat at Alloy, Inc.
  • Advised John Reynolds in successfully obtaining a board seat at CopyTele, Inc.
  • Advised North & Webster in successfully obtaining one board seat at S&D International, Inc.
  • Advised Dialectic Capital Partners, LP in the successful negotiation of a settlement agreement with representation on the board of directors of California Micro Devices Corporation in the appointment of three nominees to the board.
  • Advised Foxhill Capital Partners, LLC in the successful negotiation of a settlement agreement with iPass Inc. resulting in the appointment of two Foxhill nominees to the board.
  • 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.
  • Advised Mustang Capital in the successful negotiation of representation for Mustang on the Board of O.I. Corporation, with the company agreeing to nominate one Mustang nominee for election to the board.
  • Advised New World Opportunity Partners in the successful negotiation of representation for New World on the board of Youbet.com, with the company agreeing to nominate two New World nominees for election to the board.
  • Advised the Lion Fund in a successful proxy contest against Steak ‘n Shake Company, which resulted in two Lion Fund nominees being elected by shareholders to the board.
  • Advised Accipiter Capital Management in the successful negotiation of a settlement agreement with Rural/Metro Corporation, resulting in two Accipiter nominees being nominated by the company for election to the board, with a third nominee to be mutually selected by Accipiter and the company.
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.
Merger & Acquisition Deals
  • Advised Landry's, Inc. on potential acquisition, including hostile tender offer for McCormick & Schmick's.
  • Advised 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.
  • Represented Steel Partners in its unsolicited $100 million cash tender offer for Bairnco Corporation. After commencing a consent solicitation to remove the Company's Board, successfully negotiated a friendly merger transaction.
  • Represented Steel Partners Japan in its attempt to increase its ownership stake in Sapporo Holdings Ltd., including Steel Partners' negotiations with Sapporo's Board and navigation of Sapporo's anti-takeover measures. Also provided representation in tender offers to acquire 100% of three separate Japanese public companies: Bull-Dog Sauce Co., Ltd., Myojo Foods Co., Ltd., and Tenryu Saw Mfg. Co., Ltd.

Media Mentions/News

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