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Andrew J. Bernstein

Member

AJBernstein@mintz.com

+1.212.692.6742

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Andrew is a seasoned employment attorney whose practice encompasses transactional matters and litigation. He advises clients on executive compensation issues in mergers and acquisitions, venture capital investments, and private equity financings. And he litigates disputes around executive compensation agreements, partnerships, trade secrets, and restrictive covenants in federal, state, and appellate courts and in arbitration venues. Companies, chief executive officers, and executives seek his counsel on compensation matters and issues related to leveraged buyouts by private equity sponsors.

Andrew has extensive experience handling executive compensation issues in mergers and acquisitions, venture capital investments, and private equity financings. He also regularly represents chief executive officers of both publicly and privately held companies and management teams in connection with leveraged buyouts by private equity sponsors, and in their negotiations with compensation committees and boards of directors. In addition, Andrew regularly represents companies and C-Suite executives in connection with their employment and compensation arrangements.

Due to the nature of his work, Andrew’s practice necessarily requires a deep understanding of complex issues pertaining to partnership, employment, benefits, tax, securities, and corporate law. Chambers quoted clients who said “He’s outstanding. He’s intellectually a very good balance of getting the law right, as well as layering in a practical approach.”

In addition to transactional matters, Andrew’s practice focuses on litigating claims related to executive compensation agreements, partnership disputes, trade secrets, and restrictive covenant claims. He has successfully argued before both federal and state appellate courts and has extensive arbitration experience, regularly trying cases before the American Arbitration Recent Association, FINRA, and other private arbitration services.

Education

  • Fordham University (JD)
  • University of Michigan (BA)

Experience

Transactional Matters:

  • Represented a large private equity sponsor in the negotiation and documentation of the shareholder employment and equity incentive agreements with management in connection with its purchase of an industrial materials manufacturer.
  • Represented a large private equity sponsor in the negotiation and documentation of the shareholder employment and equity incentive agreements with management in connection with its purchase of a marketing information services company.
  • Represented the chief executive officer and other senior members of management of a large health care provider in the negotiation and documentation of the shareholder employment and equity incentive agreements in connection with its purchase by a large private equity sponsor. 
  • Represented the chief executive officer and other senior members of management of a large media technology company in the negotiation and documentation of the shareholder, employment and equity incentive agreements in connection with its purchase by a large private equity sponsor.
  • Represented the President of a large investment advisor in connection with its contribution of approximately $20 billion of assets to a publicly traded REIT
  • Represented Peter Lynch, the chief executive officer of Winn-Dixie, in his negotiations with respect to his employment, emergence bonus, and equity agreements in connection with Winn-Dixie’s restructuring. 
  • Represented Robert May, the former chief executive officer of Calpine Corporation, in his negotiations with respect to his employment, emergence bonus, and equity agreements in connection with Calpine’s restructuring.

Litigation Matters:

  • Represented a former senior executive of a large publicly traded media company in a seven-day arbitration in connection with a change of control agreement 
  • Represented a large private equity sponsor in a multi-day arbitration in connection with a claim by a former senior executive due additional carried interest. 
  • Awarded summary judgment before the US Second Circuit on behalf of a foreign governmental entity in a case of first impression in connection with a sexual harassment suit.
  • Awarded summary judgment in the Southern District of New York on behalf of a publicly traded company listed on the Singapore exchange for lack of personal jurisdiction in a breach of contract claim. 
  • Successfully represented a recruiting firm in defending a temporary injunction arising out of the establishment of a competing business.
     

Recognition & Awards

  • Included on the New York Super Lawyers: Employment & Labor, Employment Litigation: Defense List (2007 – 2008, 2010)
  • Chambers USA: New York – Employee Benefits & Executive Compensation (2011 – 2017)
  • Martindale-Hubbell AV Preeminent

Viewpoints

Coronavirus Molecule

Executive Compensation: Moving Forward in a COVID-19 World

June 2, 2020 | Blog | By Alexander Song, Anne Bruno, Michael Arnold, Steve Gulotta, Andrew Bernstein, Alexandra Serre

Employers reacted in a variety of ways to cope with the unprecedented financial impact of COVID-19.  Employers must begin to shift their focus to whether their current executive compensation practices are designed with sufficient incentives to retain key employees and to spur recovery and sustained growth.  This post reviews the range of cost-cutting measures companies have enacted over the past few months, and provides guidance on executive compensation issues employers should consider as they move forward in a COVID-19 world.
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Employment, Labor, and Benefits Viewpoints Thumbnail

Part Six of the COVID-19 Roadmap Series: Reporting to Work

May 7, 2020 | Blog | By Andrew Bernstein, Brie Kluytenaar

As we continue to plan and prepare for the reopening of businesses, Part Six of our Roadmap series examines the when, what, where, and how of returning to work. Given the many considerations this process entails, we encourage employers to begin engaging with these issues now and to consult with counsel so that plans are in place and the groundwork is laid for the eventual reopening of the workplace, whenever that may be.
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Pay for the Chief: The Shareholders Speak Out

April 24, 2012 | Blog | By Martha Zackin

On April 18, 55% of Citibank’s voting shareholders refused to approve the compensation plan for Citibank’s top five executives, including its Chief Executive Officer.
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News & Press

Firm’s National Healthcare Practice, NY Corporate/M&A and Litigation: General Commercial Among Newest Rankings
The 2015 Chambers USA: America's Leading Lawyers for Business guide names 52 Mintz, Cohn, Ferris, Glovsky and Popeo, P.C.  attorneys as “Leaders in Their Fields.”

Events

Speaker
Apr
30
2019
Speaker