Olshan Law: Attorney Profiles: Adam W. Finerman

ADAM W. FINERMAN
Partner / New York

Adam Finerman is an experienced corporate and securities lawyer whose practice includes expertise in proxy contests and in mergers and acquisitions. Adam advises hedge funds and investment funds on equity investments in public companies including "activist" situations seeking representation on the Board of Directors of public companies.

During the past 10 years, Mr. Finerman has represented activists in numerous proxy contests in several states. Mr. Finerman is an adviser to hedge funds on strategies designed to allow them to obtain representation on the Boards of their portfolio companies and influence management to implement corporate governance reform without resorting to protracted proxy contests. He also has extensive experience representing publicly and privately held buyers and sellers in mergers, asset acquisitions and divestitures, and stock purchase transactions, as well as in public and private financing transactions. Adam counsels corporate clients on SEC reporting requirements, other public company obligations, and corporate governance practices and related matters.

Adam's practice also includes the representation of numerous public companies in their transactional and securities work as well as general corporate advice, hedge funds and other investment funds in their transactional work, and principals and shareholders in privately owned businesses.

REPRESENTATIVE MATTERS
• Western Investment:

Hambrecht & Quist Capital Management LLC — Advised Western Investment in successfully reaching an agreement with Hambrecht & Quist Capital Management LLC, resulting in an issuer tender offer by H&Q Life Sciences Investors at a price equal to 98% NAV.
LMP Capital and Income Fund — Advised Western Investment in successfully reaching an agreement with LMP Capital and Income Fund Inc., resulting in a series of 5% issuer tender offers at a price equal to 98% NAV.
TS&W/Claymore Tax-Advantaged Balanced Fund — Advised Western Investment regarding its investment in TS&W/Claymore Tax-Advantaged Balanced Fund, including Western Investment's tender offer for up to 5.2% of TYW's outstanding stock and its proxy contest at TYW's 2010 annual meeting, at which a majority of shareholders voted in support of Western Investment's director nominee and its Rule 14a-8 shareholder proposal, resulting in TYW agreeing to reorganize into a newly created open-end mutual fund.
Deutsche Investment Management Americas Inc. closed-end funds — Advised Western Investment in successfully reaching an agreement with Deutsche Investment Management Americas Inc. resulting in (i) a program of issuer tender offers at a price equal to 99% NAV at DWS Dreman Value Income Edge Fund (DHG) and DWS Global High Income Fund, (ii) an open market repurchase program at DHG, and (iii) the merger of DWS RREEF World Real Estate Fund (DRP) into DWS RREEF Global Real Estate Securities Fund, an open-end fund.
Advised Western Investment in successive proxy contests against DWS Enhanced Commodity Strategy Fund, Inc. (GCS) resulting in Western Investment's slate of director nominees receiving a majority of the votes cast at GCS's 2008 Annual Meeting and 2010 Annual Meeting and GCS's merger into an open-end fund.
Previously advised Western Investment in proxy contests against DHG and DRP resulting in Western Investment's slate of director nominees receiving a majority of the votes cast at each fund's 2010 Annual Meeting.
MCG Capital Corporation — Advised Western Investment in its proxy contest against MCG Capital Corporation resulting in Western Investment successfully blocking MCG Capital's efforts to conduct dilutive share offerings.
Pioneer Municipal & Equity Income Trust — Advised Western Investment in a successful proxy contest against Pioneer resulting in the election of two Western Investment nominees to the Board.
Investment Grade Municipal Income Fund Inc. — Advised Western Investment in a successful proxy contest against the Fund at the Fund's 2009 Annual Meeting resulting in the approval of Western Investment's stockholder proposal that the Fund's Board not retain UBS Global AM and certain other entities as its investment manager.
Neuberger Berman closed end funds — Advised Western Investment in successfully reaching an agreement with the Neuberger Berman closed end funds, including Neuberger Berman Dividend Advantage Fund Inc., Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman Income Opportunity Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman New York Intermediate Municipal Fund Inc., Neuberger Berman High Yield Strategies Fund and Neuberger Berman Real Estate Securities Income Fund Inc., ending the proxy contests and resulting in a series of semi-annual tender offers by the Funds at a price equal to 98% NAV.
Advised Western Investment in its numerous investments in closed-end funds in an effort to cause management and the Board to take affirmative actions to reduce the discount to Net Asset Value of each of Cohen & Steers REIT & Utility Income Fund, Inc., Cohen & Steers Select Utility Fund, Inc. and John Hancock Tax-Advantaged Dividend Income Fund.

• Advised the largest Stockholder of Pharmacyclics, Inc. (NASDAQ:PCYC) in negotiations resulting in four out of six board members of the board being replaced with the Stockholder's designees, thereby avoiding a proxy contest.

• Advised Nanes Delorme in a proxy contest to elect three director nominees to the Board of VAALCO Energy, Inc. and successfully negotiated a settlement agreement with VAALCO resulting in the appointment of an independent director.

• Advised Polisair Capital LLP in a proxy contest to elect one director nominee to the Board of 1st Century Bancshares, Inc.

• Represent numerous hedge funds in proxy contests and stockholder activism with public companies.

• Recent Merger & Acquisition Deals

Represent Tilman J. Fertitta, Chairman and Chief Executive Officer of Landry's Restaurants, Inc., in merger agreement with Landry's. The transaction is valued at approximately $1.3 billion.
Represented Steel Partners in its unsolicited $100 million cash tender offer for Bairnco Corporation. After commencing a consent solicitation to remove the Company's Board, successfully negotiated a friendly merger transaction.
Represented BNS Holding Corp. in connection with its acquisition of Collins Industries, in a transaction valued at approximately $134 million.
Represent public company in a plan of divestiture entailing the sale of up to four of its divisions.
Represented NYSE public company in its sale of a division for approximately $95,000,000.
Represented investor group in the acquistion of assets and signing of Trademark License Agreement with Phat Fashions, LLC relating to the BABY PHAT clothing line. Represented the company in a subsequent recapitalization transaction.

• Represented several private companies, including a start-up fashion designer, in private financing transactions.

• Represented numerous borrowers in multimillion dollar credit facilities.

BAR ADMISSIONS
1992, New York

DIRECTORSHIPS
Footstar, Inc. (OTCBB:FTAR). Footstar manufactures and sells family footwear through licensed footwear departments and wholesale arrangements nationwide, including in Kmart and Rite Aid Stores.

MEMBER
Association of the Bar of the City of New York