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
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
Pay for the Chief: The Shareholders Speak Out
April 24, 2012 | Blog | By Martha Zackin
News & Press
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.
The Best Lawyers in America 2025 Recognizes 184 Mintz Attorneys across 56 Practice Areas
August 15, 2024
187 Mintz attorneys have been recognized by Best Lawyers® in the 2025 edition of The Best Lawyers in America©. Notably, three Mintz attorneys received 2025 “Lawyer of the Year” awards, and 64 firm attorneys were included in the 2025 edition of Best Lawyers: Ones to Watch.
Mintz announced today that 42 of its practices and 83 of its attorneys earned recognition in the 2024 edition of Chambers USA, a guide to the country’s leading law firms. Of those included in the guide, 18 attorneys and seven practice areas were awarded Chambers’ highest ranking, Band 1. The firm obtained new listings in three practice areas and 10 of its lawyers were recognized for the first time.
Thomson Reuters Recognizes 10 Mintz Attorneys as “Stand-out Lawyers”
February 20, 2024
Mintz is pleased to share 10 attorneys have been named by their clients as Thomson Reuters “Stand-out Lawyers.”
New York Governor Voices Concerns About Proposed Noncompete Ban
December 5, 2023
Legal Dive quoted a recent article written by Mintz attorneys Michael Arnold, Andrew Bernstein, Corbin Carter, and Evan Piercey in a story discussing New York Gov. Kathy Hochul’s concerns surrounding a proposed noncompete ban.
Twenty-nine Mintz Attorneys Named to 2023 New York Metro Super Lawyers List
September 22, 2023
NEW YORK – Mintz is pleased to announce that 18 attorneys have been named New York Metro Super Lawyers and 11 attorneys have been named New York Metro Rising Stars by Super Lawyers for 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©.
Unanswered Questions In The Wake Of New York’s Proposed Non-Compete Ban: Where Does The Bill Leave Employers?
August 14, 2023
Member Andrew Bernstein and Associates Corbin Carter and Evan Piercey co-authored an article published by the New York Law Journal summarizing the proposed New York legislation on non-competes.
BOSTON –Mintz announced today that 39 of its practices and 81 of its attorneys earned recognition in the 2023 edition of Chambers USA, a guide to the country’s leading law firms.
Mintz Leads On A Quartet of Back-To-Back Private Equity Closings
October 25, 2022
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.
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 (2024-2025)
Chambers USA: New York – Employee Benefits & Executive Compensation (2011 – 2024)
Thomson Reuters Stand-out Lawyers (2024)
Legal 500: Employment (2019)
New York Super Lawyers: Employment & Labor, Employment Litigation: Defense (2007 – 2008, 2010, 2024)
Martindale-Hubbell AV Preeminent