Andrew is a seasoned transactional attorney who advises public and private companies, as well as C-suite and business executives, on a broad range of sophisticated compensation matters.
With a deep understanding of complex issues pertaining to partnership, employment, benefits, tax, securities, and corporate law, Andrew has extensive experience handling executive compensation issues in mergers and acquisitions, venture capital investments, private equity financings, and other transactional contexts. He regularly represents executives, buyers, sellers, 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 advises C-suite executives and senior investment professionals in connection with their employment and compensation arrangements, and often litigates disputes around key business issues such as executive compensation agreements, partnerships, trade secrets, and restrictive covenants in federal, state, and appellate courts and in arbitration venues.
Andrew is singled out by Chambers USA sources as an “outstanding” attorney, “the total package,” and “an expert in the executive compensation space.” Chambers sources add that Andrew has the “perfect combination of legal, tax, and commercial know-how,” and handles matters with a “high degree of client service, market awareness, and practicality,” and is "one of the most business-aware lawyers [they] have ever worked with, who will always consider the impact to the company first."
Andrew is a seasoned transactional attorney who advises public and private companies, as well as C-suite and business executives, on a broad range of sophisticated compensation matters.
With a deep understanding of complex issues pertaining to partnership, employment, benefits, tax, securities, and corporate law, Andrew has extensive experience handling executive compensation issues in mergers and acquisitions, venture capital investments, private equity financings, and other transactional contexts. He regularly represents executives, buyers, sellers, and management teams in connection with leveraged buyouts by private equity sponsors, and in their negotiations with compensation committees and boards of directors.
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 CEO 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 CEO 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 CEO 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 CEO 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 multiday 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.
- Represented a recruiting firm in defending a temporary injunction arising out of the establishment of a competing business.
- Secured summary judgment in Delaware Chancery Court reinstating the founder and CEO of a leading health care finance company as manager in a high-stakes governance dispute; obtained affirmance of the Chancery Court ruling by the Delaware Supreme Court within 24 hours of argument.
viewpoints
AI in the Workplace: Issue Spotting for Employers
April 6, 2026 | Blog | By Andrew Bernstein, Emma Follansbee
Artificial intelligence is no longer a future consideration for employers – it is already reshaping how companies hire, manage, and engage their workforces and how their workforce performs their job duties. From AI-powered resume screening tools to automated note-taking applications and generative AI platforms embedded in everyday workflows, AI has become a fixture in the modern workplace. But with rapid adoption comes a host of employment law considerations that employers cannot afford to overlook.
The Whistleblower's Dilemma: Why Companies Must Act Swiftly on Internal Complaints in the Current DOJ Enforcement Era
February 27, 2026 | Blog | By Eoin Beirne, Andrew Bernstein, David M. Siegal
The CDC Issues New COVID-Related Guidance: What This Means for Employers
March 26, 2024 | Blog | By Andrew Bernstein, Kathryn Droumbakis
Sports Gambling in the Workplace: A Safe Bet?
February 10, 2024 | Blog | By Andrew Bernstein, Talia Weseley
New York Governor Vetoes Non-Compete Ban
December 23, 2023 | Blog | By Michael Arnold, Andrew Bernstein, Corbin Carter, Evan Piercey
New York Non-Compete Update: Governor Will Not Sign Non-Compete Bill Unless Changes Are First Made
December 4, 2023 | Blog | By Michael Arnold, Andrew Bernstein, Corbin Carter, Evan Piercey
In her first public comments since its passage, New York Governor Kathy Hochul expressed a desire to see changes in New York’s proposed ban on non-compete agreements (SB 3100) before she would consider signing the bill.
A Closer Look at New York State’s Proposed Ban of Non-Compete Agreements
June 23, 2023 | Blog | By Michael Arnold, Andrew Bernstein, Evan Piercey, Corbin Carter
Non-compete agreements will be banned in New York — and employers will be subject to lawsuits for attempting to enforce them — if the governor signs a bill passed by the state legislature. Mintz attorneys discuss the sweeping proposed law, the implications for employers, and questions left open by the language of the bill.
The Department of Labor Addresses 401(k) Plan Investments in Cryptocurrencies
March 17, 2022 | Blog
In recently issued Compliance Assistance Release No. 2022-01 (the “Release”), the Department of Labor addressed cryptocurrencies as 401(k) plan investments. To the surprise of some and the delight of others, the Department did not shut the door on these investments. It did, however, counsel extreme caution.
Executive Compensation: Moving Forward in a COVID-19 World
June 2, 2020 | Blog | By Alexander Song, Anne Bruno, Michael Arnold, Steve Gulotta, Andrew Bernstein
Part Six of the COVID-19 Roadmap Series: Reporting to Work
May 7, 2020 | Blog | By Andrew Bernstein
News & Press
Mintz has again earned top rankings in the 2026 edition of Legal 500 United States. The firm is ranked across 20 practice categories and boasts 82 recognized individual attorneys, including seven ranked as “Leading Partner,” one “Leading Associate,” and five “Next Generation Partner” designations.
Twenty-seven Mintz Attorneys Recognized as 2024 New York Super Lawyers and Rising Stars
October 28, 2024
Mintz is pleased to announce that 15 attorneys have been named New York Metro Super Lawyers and 12 attorneys have been named New York Metro Rising Stars by Super Lawyers for 2024.
Thomson Reuters Recognizes 10 Mintz Attorneys as “Stand-out Lawyers”
February 20, 2024|
New York Governor Voices Concerns About Proposed Noncompete Ban
December 5, 2023|
Twenty-nine Mintz Attorneys Named to 2023 New York Metro Super Lawyers List
September 22, 2023|
Mintz is pleased to announce that 120 firm attorneys have been recognized as leaders by Best Lawyers® in the 2024 edition of The Best Lawyers in America©.
Mintz Leads On A Quartet of Back-To-Back Private Equity Closings
October 25, 2022|
49 Mintz Attorneys Featured in Chambers USA 2016 Guide
May 31, 2016|
podcasts
Mintz On Air: Practical Policies – When Should You Hire an Employment Lawyer?
May 27, 2025 | Podcast | By Jennifer Rubin, Andrew Bernstein
Member Jen Rubin discusses with colleague and Member Andrew Bernstein when the best time is to hire an employment lawyer. This episode is part of a series of conversations designed to help employers navigate workplace changes and understand general legal considerations.
Events & Speaking
Mintz's Annual Employment Law Summit 2025 - New York
Convene, 601 Lexington Ave, New York, NY 10022
Preparing for the New Workplace Paradigm: A Roadmap for Employers in the Time of COVID-19
View the Webinar Recording
Andrew is a seasoned transactional attorney who advises public and private companies, as well as C-suite and business executives, on a broad range of sophisticated compensation matters.
With a deep understanding of complex issues pertaining to partnership, employment, benefits, tax, securities, and corporate law, Andrew has extensive experience handling executive compensation issues in mergers and acquisitions, venture capital investments, private equity financings, and other transactional contexts. He regularly represents executives, buyers, sellers, and management teams in connection with leveraged buyouts by private equity sponsors, and in their negotiations with compensation committees and boards of directors.
Recognition & Awards
Best Lawyers in America: Employment Litigation (2024 - 2027)
Lawdragon: Executive Compensation & Benefits (2026)
Chambers USA: New York, Employee Benefits & Executive Compensation (2011 – 2026)
New York Super Lawyers: Employment & Labor, Employment Litigation: Defense (2007 – 2008, 2010, 2024)
Thomson Reuters: Stand-Out Lawyers (2024)
Recognized by Legal 500: Employment (2019, 2025)
Martindale-Hubbell AV Preeminent

