Andy advises corporations and their counsel on a variety of Delaware corporate law issues.
His areas of focus include issues 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 Corporation 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.
Andy frequently writes and speaks on the role and duty of directors and stockholders. He is the coauthor of two Bloomberg BNA Corporate Practice Series Portfolios: Special Committees of Independent Directors and Preferred Stock.
He previously served as chair of Morris Nichols’ executive committee from 2018-2020.
Delaware counsel to the conflicts committee of oil refiner Andeavor Logistics LP (formerly Tesoro) in connection with its $1.8 billion merger with Western Refining Logistics LP.
Delaware counsel to medical device company Halyard Health, Inc., advising on $710 million sale of its surgical and infection prevention business to Owens & Minor, Inc.
Delaware counsel to insurance title company Stewart Information Services Corporation in $1.2 billion merger with Fidelity National Financial Inc.
Represented a special committee of Hemisphere Media Group, Inc. in connection with indirect transfer of interest transaction with Searchlight Capital Partners.
Delaware counsel to Intercontinental Exchange Inc. (ICE) in its acquisition of mortgage registry owner MERSCORP Holdings Inc.
Delaware counsel to theater chain Carmike Cinemas, Inc. in connection with $1.2 billion takeover bid by AMC Entertainment Holdings.
Delaware counsel to Charlotte-based department store chain Belk Inc. in nearly $3 billion acquisition by private-equity firm Sycamore Partners.
Delaware counsel to Zep Inc. in its $692 million acquisition by private equity firm New Mountain Capital LLC.
Delaware counsel to special committee members of Hilton Worldwide, Inc., advising on purchase of properties from majority stockholder Blackstone Affiliates for nearly $2 billion.
Delaware counsel to pet health insurance start-up Trupanion, advising on IPO which was the first to seek and receive a court order under newly enacted Section 205 of the DGCL, which allows the Delaware Chancery Court to enter orders to cure certain corporate irregularities upon application.
Delaware counsel to supermarket operator Arden Group Inc., the parent of Gelson’s Markets, in acquisition by private equity firm TPG Capital LP for nearly $400 million.
News & Insights
- Media Mention, The Best Lawyers in America, 08.19.2021
The Best Lawyers in America has released its 2022 edition, listing thirty-two attorneys from Morris Nichols. The results are based on peer-review evaluations from more than 66,000 eligible attorneys.
- Media Mention, The Legal 500, 06.10.2021
Morris Nichols was ranked in The Legal 500 US, a nationwide guide to the foremost law firms in the United States.
- Chambers USA 2021 Again Recognizes Morris Nichols in Band 1 in Four Delaware Practices; 27 Attorneys Named Among Leading Delaware PractitionersMedia Mention, Chambers USA, 05.20.2021
The 2021 edition of Chambers USA has again ranked Morris Nichols in the top tier in four Delaware practice categories.
- Firm News, 08.20.2020
Thirty-one Morris Nichols attorneys were recognized in the 2021 edition of The Best Lawyers in America. The results are based on peer-review evaluations from more than 67,000 eligible attorneys.
- Firm News, 06.10.2020
The Legal 500 United States today released its 2020 edition, ranking Morris, Nichols, Arsht & Tunnell LLP in its nationwide guide to the foremost law firms in the United States.
- Firm News, 05.28.2020
- Chambers USA 2020 Ranks Morris Nichols Band 1 in Four Delaware Practices; 24 Morris Nichols Attorneys Recognized Among Leading Delaware PractitionersFirm News, 04.23.2020
- Speaking Engagement, Dallas, Texas, 02.11.2020
- Firm News, Law360, 09.02.2019
Wilmington, DE (September 2, 2019) - Law360 released its list of 2019 Regional Powerhouses, identifying Morris, Nichols, Arsht & Tunnell LLP among the top Delaware law firms.
- Speaking Engagement, New York, New York, 06.20.2019 Through 06.21.2019
- Firm News, 05.29.2019
Wilmington, DE (May 29, 2019) - The Legal 500 United States released its 2019 edition today. Morris, Nichols, Arsht & Tunnell LLP is once again “highly rated” in the nationwide guide to the foremost law firms in the United States.
- Speaking Engagement, Vancouver, British Columbia, 03.28.2019 Through 03.30.2019
- Firm News, 01.16.2018
Wilmington, DE (January 16, 2018) - Morris, Nichols, Arsht & Tunnell LLP is pleased to announce that Andrew M. Johnston has been elected chair of the firm’s Executive Committee. Andy is a partner in the firm’s Delaware Corporate Counseling Group and has been recognized as a leading Delaware corporate law and mergers and acquisitions attorney by Chambers USA and The Best Lawyers in America.
- Firm News, 06.15.2016
Wilmington, DE (June 15, 2016) - Morris, Nichols, Arsht & Tunnell LLP has been ranked as a leading M&A law firm in The Legal 500 United States 2016. Now in its tenth edition, the U.S. guide organizes various practice areas into a single national ranking to highlight firms with a national presence in sophisticated and complex matters.
- Firm News, 06.03.2015
- Article, Insights: The Corporate & Securities Advisor, 09.2014
Look-back on the use of new Section 251(h) of the Delaware General Corporation Law, which was designed to permit a simultaneous closing of the front-end tender offer or exchange offer and back-end merger in a two-step transaction.
- Publication, Bloomberg BNA, 2014
Morris Nichols partners Andy Johnston and Mark Hurd are coauthors of the Bloomberg BNA Corporate Practice series Portfolio, Special Committees of Independent Directors.
- Publication, Bloomberg BNA, 2014
Morris Nichols partner Andy Johnston coauthors the Bloomberg BNA Corporate Practices Series Portfolio, Preferred Stock.
- Morris Nichols Attorneys Named to 2014 Best Lawyers in America - 60 Practice Specialty Selections; 22 Top-Listed Practice areas; 5 Delaware Lawyers of the Year08.01.2013
- Article, 01.01.2009
Morris Nichols Delaware Corporate Law Counseling partner Andrew M. Johnston authored “Recent Delaware Law Developments in Advancement and Indemnification: An Analytical Guide” that appears in the current edition of NYU Journal of Law & Business. Jeffrey Gorris of Paul, Weiss, Rifkind, Wharton & Garrison LLP and Amy L. Simmerman co-authored.
Honors & Recognitions
Chambers USA, America’s Leading Lawyers for Business, Ranked in Delaware corporate M&A, 2014-2021
The Legal 500 US, mentioned for corporate counseling, 2015, 2017, 2019-2021
The Best Lawyers in America, listed in Delaware corporate law, corporate governance and mergers and acquisitions, 2014-2022
The Best Lawyers in America, deemed “Lawyer of the Year” for Delaware M&A, 2017
Delaware Super Lawyers, selected for business/corporate law, 2013, 2016-2020
Who’s Who Legal: M&A and Governance, listed in M&A, 2014-2020
Professional & Civic
American Bar Association (Business Law Section, Drafting Subcommittee of the Corporate Practice Committee)
American Bar Foundation (Fellow)
Christ Church Christiana Hundred (Vestry 2005-2010, Senior Warden (2008-2010), Junior Warden (2007), Capital Campaign (Co-Chair 2007))
Contemporary Corporate Forms published by Aspen Law and Business (Editor)
Delaware State Bar Association (Council of the Corporation Law Section)
Northwestern University School of Law, JD, cum laude, 1982
Kenyon College, AB, economics, summa cum laude, 1979
- Delaware, 1982