Andrew J. Bernstein

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.
• 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 healthcare 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.