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Andrew J. Bernstein

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New York
212.692.6742



Education

  • Fordham University (JD, 1988)
  • University of Michigan (BA, 1984)

Bar Admissions

  • New York

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 both companies and senior executives in connection with their employment and compensation arrangements.

In addition to his transactional experience, Andrew also focuses his practice on the representation of management in litigating federal and state labor, employment discrimination, trade secret, compensation, and restrictive covenant claims. He has successfully argued before both federal and state appellate courts. Andrew advises, represents, and trains clients with respect to the full range of employment and labor issues, including sexual harassment prevention, personnel policies, employee discipline, layoffs, equity and compensation arrangements, independent contractor issues, disability and leave matters, employee handbooks, and a broad range of collective bargaining matters.

Representative Matters

  • Represented a large private equity sponsor in the negotiation and documentation of the employment and equity 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 employment and equity 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 employment and equity agreements in connection with its purchase by a large private equity sponsor
  • Represented Julian Day, the former chief executive officer of Kmart, in his negotiations with respect to his employment, emergence bonus, and equity agreements in connection with Kmart’s restructuring
  • 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
  • Successfully 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
  • Successfully represented a large foreign financial institution before the New York State Appellate Division in connection with a sexual harassment and discrimination suit
  • Successfully appeared 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
  • Successfully represented a digital media company in defending against a temporary injunction arising out of the hiring of certain key salespeople
  • Successfully represented a recruiting firm in defending a temporary injunction arising out of the establishment of a competing business

Recognitions & Awards

  • New York Super Lawyers: Employment & Labor, Employment Litigation: Defense (2007 – 2008, 2010)
  • Chambers USA: New York – Employee Benefits & Executive Compensation (2011 – 2014)
  • Martindale-Hubbell AV Preeminent