Andrew Freedman

A Partner and Co-Chair of the firm’s Shareholder Activism Group, Andy is one of the leading attorneys in the nation practicing in the area of shareholder activism and advises some of the nation’s most prolific activist investors, including Starboard Value and Elliott, and has become the go-to legal advisor for newly-launched activist investment firms. Andy has been ranked by Chambers USA as a “Leading Lawyer” in Corporate/M&A: Shareholder Activism category and has been recognized as a Tier 1 "Leading Lawyer" in The Legal 500 U.S. in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders.

Andy’s practice focuses on shareholder activism campaigns, proxy fights, hostile takeover strategies, corporate governance and investor engagements with public company boards of directors. Andy has been cited for his preeminence in Shareholder Activism by Chambers USA as one of the top practitioners in the country every year since it began covering the practice area, and The Legal 500 as a Tier 1 Leading Lawyer for the past several years. Held in high regard by clients and peers alike, they note "Andrew is very sophisticated technically but also strategically and he will go to great lengths to help his clients. I consider him not just a lawyer, but a trusted adviser," and "He is a master strategist and extremely savvy." As one client stated to Legal 500, “Having an attorney of Andy’s caliber and aggressiveness helped lend credibility and teeth to our campaign, which ultimately yielded a highly successful settlement.” Andy was also profiled in Business Insider as one of the top go-to lawyers for activist investors.

Over the course of his 17-year career, Andy has represented investors on hundreds of major shareholder activism campaigns.  All told, he has helped his clients replace approximately 1,000 directors on public company boards. His recent successful campaigns include Starboard Value at eHealth and Corteva, Elliott Management at Duke Energy and Willis Towers Watson, Outerbridge Capital at Comtech Telecommunications, Voss Capital at Griffon Corporation, Browning West at Countryside Properties plc (UK) and Oaktree Capital at Infinera Corporation.

Andy’s continued track record of leading clients to landmark, precedent-setting proxy contest victories includes his representation of Starboard Value on its historic full board victory at Darden Restaurants, H. Partners in a seminal withhold campaign at Tempur Sealy, Starboard Value in its successful campaign for change at Yahoo!, and Elliott Management in its successful campaign at Arconic. Andy has substantial experience advising on activist campaigns in Canada, the UK, Ireland, the Netherlands, and Bermuda. He has represented clients in more than two dozen proxy contests in Canada, including advising private equity firm Waterton in its successful proxy contest at Hudbay Minerals and RCF Management in its successful campaign for leadership change at IAMGOLD.

Andy is quoted frequently as an industry expert in national publications and news outlets, including The Wall Street Journal, Corporate Secretary Magazine, Law360, Activist Insight, Activism Monthly, and The Deal. Andy also speaks on activist panels throughout the country and contributes articles on shareholder activism to notable media and academic publications, including Harvard Law School’s Forum on Corporate Governance.

Under Andy’s leadership, Olshan’s Shareholder Activism Practice has been recognized widely as the top-ranked global premier practice in representing activist investors in contested director elections. Olshan is ranked as the No. 1 legal advisor to activist investors by every league table and publication covering shareholder activism, including Bloomberg’s Activism Advisory League Tables, FactSet’s Flashwire quarterly reports, Refinitiv Global Shareholder Activism Scorecard and Insightia’s Activist Insight Monthly. In 2021, Olshan advised on a record number 119 campaigns according to the Bloomberg Activism Advisory League Tables. Chambers USA 2022 Guide ranked Olshan's Shareholder Activism Practice "Band 1," the guide’s highest ranking in the category of M&A Shareholder Activism. Chambers notes: "Olshan Frome Wolosky LLP is very strong in areas of strategy and precise execution. We have been consistently impressed with the depth and breadth of talent." The Legal 500 United States 2022 guide to leading law firms and attorneys has named Olshan's Shareholder Activism Practice as a Top Tier 1 Leading Firm in M&A/corporate and commercial: Shareholder Activism - advice to shareholders. The publication affirmed that "Olshan’s New York-based shareholder activism group acts for some of the markets most prolific strategic investors, including Starboard Value and Elliott Management."

Recent Successful Campaigns for Board Representation:

• Armistice Capital @ Avalo Therapeutics, Inc. (settlement reached for 1 board seat)
• Elliott Management @ Duke Energy Corp. (settlement reached for 2 board seats)
• Elliott Management @ Willis Towers Watson PLC (agreement reached to appoint 4 new directors)
• Kanen Wealth Management @ 1847 Goedeker, Inc. (settlement reached for 2 board seats)

Notable 2021 Successful Campaigns for Board Representation:

• Ancora Advisors @ Forward Air Corp. (settlement reached for 5 board seats)
• Bradley Radoff @ TETRA Technologies, Inc. (settlement reached for 1 board seat)
• Elliott Management @ Public Storage (settlement reached for 2 board seats)
• Elliott Management @ Principal Financial Group, Inc. (settlement reached for 2 board seats)
• Engaged Capital @ Evolent Health, Inc. (settlement reached for 1 board seat and proposal to declassify Board)
• HoldCo Asset Management @ Berkshire Hills Bancorp, Inc. (settlement reached for 2 board seats)
• Land & Buildings @ American Campus Communities, Inc. (settlement reached for 3 board seats)
• Legion Partners @ OneSpan Inc. (settlement reached for 2 board seats)
• Macellum Capital, Ancora Advisors, Legion Partners, and 4010 Capital @ Kohl’s Corporation (settlement reached for 3 board seats)
• Maran Partners @ Scott’s Liquid Gold-Inc (settlement reached for 3 board seats)
• MG Capital @ Alpha Metallurgical Resources, Inc. (f/k/a Contura Energy, Inc.) (settlement reached for 3 board seats)
• Ryan Cohen @ GameStop Corp. (settlement reached for 3 board seats)
• Saba Capital @ Templeton Global Income Fund (successful proxy contest for 4 board seats)
• Starboard Value @ eHealth, Inc. (settlement reached for 1 board seat)
• Starboard Value @ Corteva, Inc. (settlement reached for 3 board seats)
• WaterMill Asset Management @ ZIOPHARM Oncology Inc. (successful consent solicitation for 2 board seats and settlement agreement reached for 1 board seat)

Notable 2020 Successful Campaigns for Board Representation:

• Ancora Advisors @ J. Alexander's Holdings, Inc. (settlement reached for 1 board seat)
• AREX Capital @ ZAGG Inc. (settlement reached for 1 board seat)
• Daniel A. Ninivaggi (Protean Services LLC) @ Tenneco Inc. (settlement reached for 1 board seat)
• Elliott Management @ Evergy, Inc. (settlement reached for 2 board seats)
• Elliott Management @ Peabody Energy Corporation (settlement reached for 3 board seats)
• Elliott Management @ Twitter, Inc. (settlement reached for 1 board seat)
• Engaged Capital @ Apogee Enterprises, Inc. (settlement reached for 3 board seats)
• Engine Capital @ Harvard Bioscience Inc. (settlement reached for 1 board seat)
• Hestia Capital/Permit Capital @ GameStop Corp. (successful proxy contest for 2 board seats)
• H Partners @ Six Flags Entertainment Corporation (settlement reached for 1 board seat)
• Impactive Capital @ Avid Technology, Inc. (settlement reached for 1 board seat)
• JCP Investment @ Innovative Food Holdings, Inc. (settlement reached for 3 board seats)
• Lion Point @ Sierra Wireless Inc. (settlement reached for 2 board seats)
• Macellum Capital / Ancora Advisors @ Big Lots, Inc. (settlement reached for 3 board seats)
• Marathon Partners @ e.l.f. Beauty, Inc. (settlement reached for 1 board seat)
• Oaktree Capital @ Infinera Corporation (settlement reached for 1 board seat)
• Privet Fund @ Synalloy Corporation (successful proxy contest for 3 board seats)
• Saba Capital @ Eaton Vance Floating-Rate Income Plus Fund (successful proxy contest for 3 board seats)
• Starboard Value @ Acacia Research Corporation (settlement reached for 3 board seats)
• Starboard Value @ AECOM (settlement reached for 3 board seats)
• Starboard Value @ Box, Inc. (settlement reached for 3 board seats)
• Starboard Value @ GCP Applied Technologies, Inc. (successful proxy contest for 8 board seats)
• Starboard Value @ Merit Medical Systems, Inc. (settlement reached for 3 board seats)
• Stilwell Group @ Wheeler Real Estate Investment Trust, Inc. (successful proxy contest for 3 board seats)

Notable 2019 Successful Campaigns for Board Representation:

• Altiva Management @ Progenics Pharmaceuticals, Inc. (successful consent solicitation for 5 board seats)
• Elliott @ eBay, Inc. (settlement reached for 3 board seats)
• Engaged Capital @ Del Frisco’s Restaurant Group Inc. (settlement reached for 1 board seat and to terminate its poison pill)
• Engine Capital @ PFSweb, Inc. (settlement reached for 1 board seat)
• Hestia Capital/Permit Capital @ GameStop Corp. (settlement reached for 2 board seats)
• Hill Path Capital @ SeaWorld Entertainment, Inc. (settlement reached for 1 board seat)
• Horton Fund @ Safeguard Scientifics, Inc. (settlement reached for 1 board seat)
• Legion Partners, Macellum Advisors and Ancora Advisors @ Bed Bath & Beyond Inc. (settlement reached for 4 board seats)
• Legion Partners @ Vonage Holdings Corp. (settlement reached for 1 board seat)
• Macellum @ Citi Trends, Inc. (settlement reached for 1 board seat)
• Prescience Point @ MiMedx Group, Inc. (settlement reached for 2 board seats)
• Snow Park Capital @ Front Yard Residential Corporation (settlement reached for 2 board seats)
• Starboard @ Cerner Corp (settlement reached for 4 board seats)
• Starboard @ GCP Applied Technologies Inc. (settlement reached for 2 board seats)
• Starboard @ Magellan Health Inc (settlement reached for 4 board seats)
• Starboard @ Papa John’s International, Inc. (agreement reached for 3 board seats and Securities Purchase Agreement)
• Rice Brothers @ EQT Corp. (successful proxy contest for 7 board seats)
• Prescience Point @ MiMedx Group, Inc. (settlement reached for 2 board seats)
• VIEX @ A10 Networks, Inc. (settlement reached for 3 board seats)

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