Olshan Law: Attorney Profiles: Andrew M. Freedman

ANDREW M. FREEDMAN
Associate / New York

Mr. Freedman's practice concentrates on mergers and acquisitions, with a specific focus on representing and providing strategic guidance to hedge funds and private equity firms in 'activist' situations, including in connection with proxy contests, hostile takeover bids and other tactics to influence public companies to take actions to increase stockholder value. He represents hedge funds in the preparation of their Schedule 13D and Form 13F filings. He also represents public companies in connection with their day-to-day '34 Act filings and securities law issues. Mr. Freedman has represented hedge funds in connection with their successful proxy contests for the election of directors of several public companies and has represented clients with their successful tender offers for public companies.

RECENT REPRESENTATIVE MATTERS

Recent Proxy Contests and Negotiated Board Representation

• Ramius LLC:

Datascope Corp. — Advised Ramius in a successful proxy contest against Datascope, resulting in one Ramius nominee being elected by shareholders to the Board.
Federal Signal Corporation — Advised Ramius in connection with its potential election contest against Federal Signal and successfully negotiated a settlement agreement with Federal Signal pursuant to which Ramius chose a director to be appointed to the Board.
A. Shulman, Inc. — Advised Ramius in a successful proxy contest against A. Shulman, resulting in two Ramius nominees being elected by shareholders to the Board.
Kensey Nash Corporation — Advised Ramius in the successful negotiation of representation for Ramius on the Board.
Lubys, Inc. — Advised Ramius in a proxy contest against Lubys.
Agilysys, Inc. — Advising Ramius in a potential proxy contest against Agilysys, Inc.

• Steel Partners:

Point Blank Solutions, Inc. — Advising Steel Partners in its current proxy contest against Point Blank.

• 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.

• Wattles Capital Management

Circuit City Stores, Inc. — Advised Wattles Capital Management in a proxy contest for the removal of the entire Board of Circuit City Stores, Inc. and the election to the Board of five of Wattles' nominees. Successfully negotiated a settlement agreement with Circuit City, ending the proxy contest and resulting in the Company nominating three Wattles nominees for election 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 for election to the Board one Mustang nominee.

• Advised Jana Partners and S.A.C. Capital Advisors in connection with their joint efforts to urge TD Ameritrade Holding Corp. to explore a value-maximizing strategic combination.

Recent Merger & Acquisition Deals

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.

BAR ADMISSIONS
2006, New York

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