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This content is provided by Andrew M Johnston.

Practice Areas

Andy’s practice includes advising corporations and their counsel on a wide variety of Delaware corporate law issues including those relating to the fiduciary duties of directors, officers and stockholders, financings, conflict of interest transactions, corporate governance, indemnification and director liability.

He has worked closely with boards of directors, special committees of directors, and managements of public and private corporations in conflict transactions, proxy contests, sale of control and business combination transactions, hostile takeovers and initial public offerings.

Andy serves on the Council of the Corporate Law Section of the Delaware State Bar Association (“DSBA”), which considers amendments to the Delaware General Corporation Law (“DGCL”) and other Delaware statutes that enable the formation of other types of business entities.

Professional Memberships

American Bar Association, Business Law Section (Drafting Subcommittee of the Corporate Practice Committee); Delaware State Bar Association, Council of the Corporation Law Section


Special Committees of Independent Directors, No. 79 Corporate Practice Series Portfolio (BNA); Preferred Stock, No. 99 Corporate Practice Portfolio Series (BNA)


Northwestern University School of Law (J.D., cum laude, 1982); Kenyon College (A.B., summa cum laude, 1979)