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Andrew J. Bernstein

Member

AJBernstein@mintz.com

+1.212.692.6742

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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 is a “rare combination of a lawyer with a business brain”, 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.”

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.
     
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viewpoints

Executive Compensation: Moving Forward in a COVID-19 World

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

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

May 7, 2020 | Blog | By Andrew Bernstein

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

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Mintz attorneys in Boston, New York, and Washington, DC, closed four Private Equity transactions in the past month. Along with acquisitions for Charlesbank Capital Partners, DIF Capital Partners portfolio company Joink LLC, and Artemis Capital Partners, the firm represented the CEO and some managers of Salary.com in the sale of most of the company’s equity interests to Accel-KKR.
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Mintz advised Cardurion Pharmaceuticals, Inc., a biotechnology company developing novel therapeutics to treat heart failure and other cardiovascular diseases, in a private investment of up to $300 million from Bain Capital Life Sciences and Bain Capital Private Equity that will enable the Boston-based company to expand its drug discovery programs.
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.”
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Events & Speaking

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

  • Chambers USA: New York – Employee Benefits & Executive Compensation (2011 – 2022)
  • Legal 500: Employment (2019)
  • New York Super Lawyers: Employment & Labor, Employment Litigation: Defense (2007 – 2008, 2010)
  • Martindale-Hubbell AV Preeminent
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Andrew J. Bernstein

Member

New York