Andrew M. Johnston Esq.

Morris, Nichols, Arsht & Tunnell LLP
Johnston, Andrew M.

Andrew M. Johnston is a Member of Morris, Nichols, Arsht & Tunnell LLP's Delaware Corporate Law Counseling Group.  Mr. Johnston'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.

Mr. Johnston 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 and hostile takeovers.

Mr. Johnston is a member of the Drafting Subcommittee of the Corporate Practice Committee of the Business Law Section of the American Bar Association, which is responsible for preparing model corporate documents for both Delaware and the Model Act.

He received his A.B. from Kenyon College and his J.D. from Northwestern University.

 

He is a co-author of Bloomberg BNA Corporate Practice Portfolio Series No. 79, Special Committees of Independent Directors.  This portfolio volume discusses special negotiating committees, demand investigation committees, and special litigation committees. Apart from their legal benefits in subsequent litigation, such committees can reassure the investing public that a corporation is handling its affairs in a proper way.  He is also a co-author of Bloomberg BNA Corporate Practice Portfolio Series No. 99, Preferred Stock.  This portfolio volume addresses the equity security with express contractual rights "superior"to those of common stock—often referred to as preferred stock.  The authors set out the legal standards governing preferred stock, offering guidelines for how to create, modify and appraise preferred stock. In addition, the authors discuss the myriad rights, preferences and powers that a preferred stockholder might possess—depending on how the company drafts the stock. Finally, the authors discuss the rights and duties that preferred stockholders and their board designees have vis-a’-vis the company's common stockholders.