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.   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 in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders.

Andy’s practice focuses on shareholder activism, mergers & acquisitions, hostile takeovers and hedge fund strategies such as merger arbitrage and distressed investments. Andy has represented activist investors in connection with hundreds of major shareholder activism campaigns that have led to the replacement of approximately 800 public company directors. His recent representations have included Starboard Value at GCP Applied Technologies and Corteva; Elliott Management at Twitter and Public Storage; MG Capital at Alpha Metallurgical Resources; Browning West at Dominos Pizza Group plc (UK); and Oaktree Capital at Infinera.

Andy is frequently quoted as an industry expert in the area of shareholder activism 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 publications.  

Notably, Andy was an integral part of the team that led the representation of Starboard Value on its historic full board victory at Darden Restaurants; H. Partners on its successful, precedent setting withhold campaign at Tempur Sealy; Starboard Value in its successful settlement at Yahoo!; and Elliott Management in its successful campaign at Arconic.

Andy has substantial experience advising on activist campaigns in Canada.  He has represented clients in more than two dozen proxy contests in Canada, including recently advising private equity firm Waterton in its successful proxy contest at Hudbay Minerals. He has also advised on several recent campaigns in the UK, Ireland, the Netherlands and Bermuda.

Andy has been cited for his preeminence in shareholder activism and corporate and securities by Chambers USA, Legal 500 US (Tier 1 Leading Lawyer) and Super Lawyers. 

Olshan's Shareholder Activism Practice Group is widely recognized as the nation's premier practice in representing activist investors in contested director elections. The Group is consistently ranked as the No. 1 legal advisor to activist investors by every league table and publication that covers shareholder activism, including Bloomberg’s League Tables, the FactSet SharkRepellant Activism Scorecard, Refinitiv Global Shareholder Activism Scorecard, Activist Insight Monthly and The Deal Activism League Table. In 2020, Olshan advised on a record number 119 campaigns according to the Bloomberg Activism Advisory League Tables.

Chambers USA 2021 Guide ranked Olshan's Shareholder Activism Practice "Band 1," the guide’s highest ranking in the category of M&A Shareholder Activism. Chambers notes "The firm is top-notch for activist matters." The Legal 500 United States 2020 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."

Andy received his J.D. from Washington University School of Law, St. Louis and holds a B.S. from University of Michigan.

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.

Press Releases