Andrew Freedman

Practice Areas

• Shareholder Activism Practice

• Corporate/Securities Law

Career

Widely acknowledged as one of the preeminent practitioners globally in shareholder activism, Andrew Freedman represents many of the top activist investors in their campaigns at public companies worldwide. A co-founder of Olshan's Shareholder Activism Practice, he now leads Olshan’s top-ranked global Shareholder Activism Group. Leading activist investors choose Andy to guide them in their shareholder activism campaigns, proxy contests, 13D filings, corporate governance matters and public company engagements. Private equity firms also seek his counsel regarding “toehold” stakes, PIPEs, M&A strategies, and transaction negotiations, including offer letters, NDAs, and regulatory issues. During his career, Andy has represented investors in more than 1,000 activist campaigns in the U.S., Canada, Europe, and Asia, helping clients replace more than 1,500 directors on public company boards and improve corporate governance practices. A creative and 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 in 2014, which marked the first-ever replacement of an entire board of an S&P 500 company. More recently, he led Browning West in its remarkable full board victory at Gildan Activewear. 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 public companies like Shutterfly, Alcoa, L Brands and Pitney Bowes. 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 and a master strategist, and is 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 to his clients’ 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 has been ranked the No. 1 legal advisor to activist investors by just about 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.

Publications

Andy is quoted frequently as an industry expert in national publications and news outlets and also speaks on activist panels throughout the country and contributes articles on shareholder activism to notable media and academic publications.

Personal

• 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 for 2018

• Named one of the top 13 attorneys in the shareholder activism space by Business Insider in 2022

• Named to the New York Super Lawyers list, a Thomson Reuters lawyer rating service, since 2016

• Named to the New York Super Lawyers Rising Stars list, 2012-2015

Work Highlights

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.

Recently represented Browning West in its historic proxy contest victory that resulted in the replacement of the entire board at Canadian clothing maker Gildan Activewear by Browning West's eight director nominees, and the reinstatement of Gildan’s co-founder and former CEO Glenn Chamandy.

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.

Advised Hestia Capital in its proxy contest victory at Pitney Bowes, where within the subsequent year the previous CEO was replaced with Hestia’s preferred candidate and a majority of the Board was replaced.

Represented Elliott Investment Management in connection with its cooperation agreement at Suncor Energy, pursuant to which three new independent directors joined the board.

Advised Starboard Value in its cooperation agreement with Humana to add two new independent directors to the board.