Olshan Law: Attorney Profiles: Michael R. Neidell

MICHAEL R. NEIDELL
Partner / New York

Michael is a member of the Corporate/Securities and Activist Practice Groups. He has extensive experience structuring, negotiating and closing a broad range of transactions. Michael represents buyers and sellers, both public and private companies, in mergers, tender offers and asset and stock purchases/sales, as well as issuers and investors in public and private equity and debt financings, including initial public and secondary securities offerings, venture capital investments, PIPEs and Rule 144A offerings. Michael also counsels clients in a variety of activist situations, including Schedule 13D investments in public companies, proxy contests and hostile takeovers.

Michael's practice regularly consists of advising clients regarding the preparation and filing of SEC reports and on corporate governance, securities laws and stock exchange matters. He also negotiates joint ventures and commercial contracts on behalf of corporate clients.

Prior to joining the firm, Michael was a Director and Senior Transactional Counsel at Ramius, LLC, an investment management firm, where he was the primary attorney responsible for PIPE and activist investments, and an associate at Proskauer Rose LLP from September 1996 to December 2004.

REPRESENTATIVE MATTERS

Mergers and Acquisitions

• Represented Landry's, Inc. in its $130 million tender offer for McCormick & Schmick's Seafood Restaurants, Inc.

• Represented Firebirds International, LLC, which owns and operates 18 Firebirds Wood Fired Grill locations nationwide, in its acquisition by Angelo, Gordon & Co.'s Private Equity Group.

• Representing Steel Sports Inc., a subsidiary of Steel Excel Inc., in its acquisition of various sports-related businesses.

• Represented Tilman J. Fertitta, Chairman and Chief Executive Officer of Landry's, Inc., in a $1.0 billion management buyout of Landry's.

• Represented dELiA*s, Inc., a direct marketing and retail company, in the $100 million sale of assets related to its CCS business to Foot Locker, Inc.

• Represented NuCO2 Inc., a Nasdaq-listed company, in its $487 million acquisition by Aurora Capital Group, a private equity firm.

• Represented Lone Star Steakhouse & Saloon, Inc., owner of the high-end Del Frisco Double Eagle Steakhouse restaurants, in its $600 million acquisition by Lone Star Funds, a private equity firm.

• Represented Alcatel in the $63.5 million sale by Alcatel and Corning Incorporated of their optical components businesses to Avanex Corporation.

• Represented Donna Karan International Inc. in its $240 million acquisition by an entity owned by LVMH Moet Hennessy Louis Vuitton S.A., Donna Karan and Stephan Weiss.

• Represented Woody Johnson in his acquisition of the New York Jets.

Activist Matters

• Representing Biglari Holdings Inc. in connection with its investment in Cracker Barrel Old Country Store, Inc.

• Representing Steel Partners in connection with its investment in ModusLink Global Solutions Inc.

• Represented Cadian Capital Management, LLC in its successful "Just Say No" campaign at Comverse Technology, Inc.

• Represented Biglari Holdings Inc. in connection with its investments in CCA Industries, Inc., which resulted in the appointment of two Biglari Holdings nominees to the CCA Board, and Fremont Michigan InsuraCorp, Inc., which commenced a strategic alternatives review and was acquired by a third party.

• Represented Dialectic Capital Partners, LP in the successful negotiation of a settlement agreement with California Micro Devices Corporation, resulting in the appointment of three Dialectic nominees to the Board.

• Represented Steel Partners in its unsolicited $100 million cash tender offer for Bairnco Corporation, a NYSE-listed company. After commencing a consent solicitation to remove Bairnco's Board of Directors, successfully negotiated a friendly merger transaction.

Securities Offerings

• Represented GenCorp Inc., a NYSE-listed company, in its $200 million Rule 144A offering of convertible subordinated debentures.

• Represented GlobalOptions Group, Inc., a Nasdaq-listed company, in its capital restructuring and $20 million underwritten public offering.

• Represented Golden Nugget, Inc. in its $155 million tender offer and consent solicitation for its 8.75% senior secured notes.

• Represented 24/7 Real Media, Inc. in its $55 million underwritten public offering of common stock.

• Represented Celgene Corporation in its $400 million Rule 144A offering of senior convertible notes.

Investments

• Represented Portside Growth and Opportunity Fund, a Ramius fund, in over 50 PIPE transactions.

• Represented NBC in its $30 million common stock investment in World Wrestling Entertainment, Inc.

BAR ADMISSIONS
New York