Andrew R. Brownstein



Honorable Leonard I. Garth, United States Court of Appeals, Third Circuit, 1980 – 1981

Andrew R. Brownstein

Andrew R. Brownstein is currently Of Counsel at Wachtell Lipton Rosen & Katz, after having been a partner of the firm for over 35 years and Co-Chair of the firm’s Corporate Group. His practice concentrates on mergers and acquisitions, corporate governance and board related matters. Mr. Brownstein works closely with senior management teams and boards of directors to address the most sensitive issues facing public and private companies. Mr. Brownstein is consistently listed in the top ranks in his areas of expertise by the Chambers Guide, International Who’s Who of Business Lawyers and other similar publications.

Mr. Brownstein’s significant representations include: FIS in the sale of a majority stake in its Worldpay Merchant Solutions business valuing Worldpay at $18.5 billion; Hewlett Packard Enterprise in its $14 billion acquisition of Juniper Networks; Univar Solutions in its $8.1 billion acquisition by Apollo Global Management; MDU Resources in the spin-off of Knife River; Allergan in its $83 billion acquisition by AbbVie; W. R. Grace in its $7 billion all-cash sale to Standard Industries and in its consideration of strategic alternatives and response to a proposal by 40 North; Terminix in its $6.7 billion sale to Rentokil plc; Regeneron Pharmaceuticals in the $11.6 billion secondary offering and repurchase of its shares held by Sanofi and in its acquisitions of Decibel Therapeutics and Checkmate Pharmaceuticals; Hewlett Packard in its separation into two new publicly traded Fortune 50 companies; ConocoPhillips in its $13 billion all-stock acquisition of Concho Resources, in its $33 billion spin-off of its downstream businesses such as Phillips 66, its $35.6 billion acquisition of Burlington Resources, as well as Phillips Petroleum in its $35 billion combination with Conoco; Perrigo in its defense against a takeover bid by Mylan; Johnson Controls in its $16.3 billion merger with Tyco and the separation of its automotive business; Valspar in its $11.3 billion acquisition by Sherwin-Williams; Walgreen Co. in its two-step acquisition of Alliance Boots GmbH for an aggregate value of approximately $27 billion; Forest Laboratories in successive proxy contests with Carl Icahn and in its $25 billion merger with Actavis; Genzyme in its $20 billion sale to Sanofi-Aventis; Novartis in its $49.7 billion multistep acquisition of Alcon; and Schering-Plough in its $41 billion combination with Merck.

Mr. Brownstein is a 1979 honors graduate of Harvard Law School, where he was an articles editor of the Harvard Law Review. He holds an M.B.A. degree (1976) from the Wharton School of the University of Pennsylvania and also has undergraduate degrees in English and Economics (1975) from the University of Pennsylvania, where he was elected to Phi Beta Kappa. Following law school, Mr. Brownstein clerked for the Honorable Leonard I. Garth of the U.S. Court of Appeals for the Third Circuit.

Mr. Brownstein is a frequent author and lecturer on corporate-related topics. He has been an adjunct professor of securities law at Rutgers University Law School, serves on the Executive Planning Committee and is past chairman of the Ray Garrett Jr. Corporate and Securities Law Institute at Northwestern University School of Law.

Mr. Brownstein is active in numerous civic and charitable organizations and is a member and past president of the Board of Trustees of the Trinity School in New York City, a member of the Board of Advisors of the Annenberg Center at the University of Pennsylvania and a member of the Board of Directors of the New York City Public Art Fund.



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