Wachtell, Lipton, Rosen & Katz

Andrew R Brownstein

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Practice Areas

Practice concentrates on mergers and acquisitions and corporate governance matters, and he has been engaged in many high profile matters that include cross-border transactions, leveraged buyouts, complex restructuring deals, proxy fights and takeovers. His significant representations include: Hewlett Packard in its separation into two new publicly traded Fortune 50 companies; Perrigo in its defense against a takeover bid by Mylan; Samsung C&T in its merger with Cheil Industries and its response to an activist campaign by Elliott Management; Johnson Controls in its merger with Tyco and the separation of its automotive business; Sotheby’s in responding to an activist campaign by Third Point; Walgreen Co. in its entry into a long-term partnership with Alliance Boots and AmerisourceBergen, its acquisition of a 45% stake in Alliance Boots GmbH and its later acquisition of the remaining 55%, for an aggregate value of approximately $27 billion; ConocoPhillips in its $33 billion spin-off of its downstream businesses as Phillips 66 and in its $35.6 billion acquisition of Burlington Resources, as well as Phillips Petroleum in its $35 billion combination with Conoco; 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; Schering-Plough in its $41 billion combination with Merck and its $14 billion acquisition of Organon; and BEA Systems in responding to an activist campaign by Carl Icahn and in its merger with Oracle.

Professional Memberships

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.


Partner at Wachtell, Lipton, Rosen & Katz since 1985 and serves as co-chair of the firm’s Corporate group. Following law school, he clerked for the Honorable Leonard I. Garth of the U.S. Court of Appeals for the Third Circuit.


Frequent author and lecturer on corporate-related topics.


He is a 1979 honors graduate of Harvard Law School where he was an articles editor of the Harvard Law Review. He holds an MBA 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. He 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 Overseers 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.