
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 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.
viewpoints
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
The Department of Labor Addresses 401(k) Plan Investments in Cryptocurrencies
March 17, 2022 | Blog
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
Pay for the Chief: The Shareholders Speak Out
April 24, 2012 | Blog | By Martha Zackin
News & Press
Unanswered Questions In The Wake Of New York’s Proposed Non-Compete Ban: Where Does The Bill Leave Employers?
August 14, 2023
Mintz Leads On A Quartet of Back-To-Back Private Equity Closings
October 25, 2022
Mintz Advises Cardurion Pharmaceuticals in Investment of up to $300 Million from Bain Capital
November 02, 2021
Events & Speaking
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
- Featured in Best Lawyers in America, Employment Litigation (2024)
- Chambers USA: New York – Employee Benefits & Executive Compensation (2011 – 2023)
- Legal 500: Employment (2019)
- New York Super Lawyers: Employment & Labor, Employment Litigation: Defense (2007 – 2008, 2010, 2023)
- Martindale-Hubbell AV Preeminent