Olshan Law: Attorney Profiles: Steve Wolosky

STEVE WOLOSKY
Partner / New York

Steve is an experienced corporate and securities lawyer whose practice includes expertise in proxy contests and in mergers and acquisitions. Steve is one of the leading lawyers in the country advising hedge funds on equity investments in public companies, including "activist" situations seeking representation on Boards of Directors of public companies in the United States and worldwide. Mr. Wolosky represented clients who successfully obtained Board representation from foreigners for the first time in both Japan and South Korea.

Steve is involved in negotiating mergers and acquisitions of public companies and hostile takeovers. He has extensive experience representing public and private issuers of debt and equity securities, purchasers and sellers in mergers, stock and asset transactions, and investment funds in their formation, capital raising and investment transactions. Mr. Wolosky also has significant experience in the representation of investment banks in their role as underwriters in public offerings, placement agents in private placements and advisors in merger and acquisition transactions. His expertise also includes counseling corporate clients in corporate planning and structuring activities, corporate governance matters, contract negotiations, dealings with stock exchanges and public company compliance matters.

Steve is Martindale-Hubbell AV ("Preeminent") rated by his peers and has been repeatedly named to the New York Super Lawyers list, a Thomson Reuters lawyer rating service, since 2006.

RECENT REPRESENTATIVE MATTERS

Recent Proxy Contests and Negotiated Board Representation

• Starboard Value LP:

Regis Corporation — Representing Starboard in proxy contest to obtain three Board seats at 2011 annual meeting.
MIPS Technologies, Inc. — Represented Starboard in obtaining two Board seats.
Openwave Systems Inc. — Represented Starboard in obtaining two Board seats.
Zoran Corporation — Represented Starboard in a successful consent solicitation which replaced three Board members.
Immersion Corporation — Represented Starboard in connection with the nomination of two directors at the 2011 annual meeting.
SeaChange International, Inc. — Advised Starboard in obtaining one Board seat.
SurModics, Inc. — Advised Starboard in obtaining two Board seats.
Extreme Networks — Representing Starboard in connection with the nomination of two directors at the 2010 annual meeting.
Tollgrade Communications, Inc. — Advised Starboard in a successful proxy contest against Tollgrade Communications resulting in three Starboard nominees being elected by shareholders to the Board.
Agilysys, Inc. — Advised Starboard in a proxy contest seeking representation on the Board of Directors of Agilysys. Successfully negotiated a settlement agreement with Agilysys ending the proxy contest and resulting in the appointment of two Starboard nominees to the Board.
Actel Corporation — Advised Starboard in a proxy contest seeking representation on the Board of Directors of Actel. Successfully negotiated a settlement agreement with Actel ending the proxy fight and resulting in the appointment of two Starboard nominees to the Board.
Orthofix International N.V. — Advising Starboard in a proxy contest to replace four incumbent directors.
Datascope Corp. — Advised Starboard in a successful proxy contest against Datascope, resulting in one Starboard nominee being elected by shareholders to the Board.
Federal Signal Corporation — Advised Starboard in connection with its potential election contest against Federal Signal and successfully negotiated a settlement agreement with Federal Signal pursuant to which Starboard chose a director to be appointed to the Board.
A. Shulman, Inc. — Advised Starboard in a successful proxy contest against A. Shulman, resulting in two Starboard nominees being elected by shareholders to the Board.
Kensey Nash Corporation — Advised Starboard in the successful negotiation of representation for Starboard on the Board.

• Steel Partners Holdings:

JPS Industries — Advising Steel Partners Holdings in consent solicitation and offer to acquire JPS Industries.
Moduslink Global Solutions — Advising Steel Partners Holdings on investment in Moduslink.
Adaptec — Advising Steel Partners Holdings in connection with a consent solicitation to replace two incumbent directors.
Rowan Companies, Inc. — Advised Steel Partners Holdings in connection with a settlement agreement with Rowan, pursuant to which Rowan agreed to nominate a Steel Partners designee to the Board.
Aderans Holdings Co. Ltd. — Advised Steel Partners Japan in the successful negotiation of a settlement agreement with Aderans following the defeat of the incumbent board's re-election. As a result of the settlement agreement, Aderans agreed to certain corporate governance matters and to nominate for election to Aderans' Board two candidates proposed by Steel Partners Holdings. This is the first time that a foreign investment fund has succeeded in having one of its own representatives join the board of a Japanese company following the ouster of existing management.
Gencorp Inc. — Advised Steel Partners Holdings in connection with its election contest against Gencorp and successfully negotiated a settlement agreement with Gencorp resulting in the appointment of three Steel Partners nominees to the Board.
EnPro Industries, Inc. — Advised Steel Partners Holdings in connection with its election contest against EnPro and successfully negotiated a settlement agreement with EnPro whereby one Steel Partners nominee will be appointed to the Board.
Point Blank Solutions, Inc. — Advising Steel Partners Holdings in its successful proxy contest against Point Blank where it won majority Board representation.

• Crescendo Partners:

Cott Corporation — Successfully negotiated Board representation for Crescendo Partners, resulting in the appointment to the Company's Board of four persons chosen by Crescendo Partners.
Charming Shoppes, Inc. — Advised Crescendo Partners in connection with its election contest against Charming Shoppes and successfully negotiated a settlement agreement with Charming Shoppes resulting in the Company nominating two Crescendo Partners nominees for election to the Board and submitting for shareholder approval a proposal to declassify the Board.
O'Charley's, Inc. — Advised Crescendo Partners in connection with its potential election contest against O'Charley's and successfully negotiated a settlement agreement with O'Charley's resulting in the appointment of three Crescendo Partners nominees to the Board and the Company's submission for shareholder approval of a proposal to declassify the Board.
Mothers Work, Inc. — Successfully negotiated representation for Crescendo Partners on the Board.

• 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.

• Advising Cadian Capital Management, LLC on "Just Say No" campaign at Comverse Technology, Inc.

• Advising Biglari Holdings Inc. in seeking one Board seat at Cracker Barrel Old Country Store, Inc.

• Advising MMI Investments, L.P in seeking two Board seats at Comtech Telecommunications.

• Advising MMI Investments, L.P. on Checkpoint Systems.

• Advising Kingstown Partners L.P. on its investment in Signature Group Holdings.

• Advised Raging Capital Funds in obtaining Board representation at MRV Communications, Inc.

• Advised Baker Street Capital Management in obtaining three Board seats at TIX Corporation.

• Advised National Technical Systems, Inc. in successful proxy contest defense.

• Advised Benihana of Tokyo in successfully defeating at stockholders meeting restructuring of Benihana, Inc.

• Advised FrontFour Capital in obtaining two Board Seats at Fisher Communications, Inc.

• Advised Biglari Holdings Inc. in seeking one Board seat at Fremont.

• Advised Biglari Holdings Inc. in seeking two Board seats at CCA Industries, Inc.

• Advised Bel Fuse, Inc. in seeking two Board seats at Pulse Electronics Corporation and proposal to acquire Bel Fuse.

• Advised Benihana of Tokyo in obtaining Board seats at Benihana Inc.

• Advised Dialectic Capital Management, LLC in seeking two Board seats at Advanced Analogics Technologies, Inc.

• Advised Deutsche Bank Securities, Inc. in seeking one preferred director at Gramercy Capital Corp.

• Advised MMI Investments, L.P. in seeking two Board seats at EMS Technologies, Inc.

• Advised Benihana of Tokyo in seeking two Board seats at Benihana Inc.

• Advised LaGrange Capital Partners in successfully obtaining three Board seats at Forward Industries, Inc.

• Advised Simcoe Partners, L.P. in successful negotiation to obtain one Board seat at Alloy, Inc.

• Advised LaunchEquity Partners in successfully obtaining two Board seats at MakeMusic, Inc.

• Advised John Reynolds in successfully obtaining a Board seat at CopyTele, Inc.

• Advised Oak Street Capital in proxy contest seeking three Board seats at Denny's Corporation.

• Advised North & Webster in successfully obtaining one Board seat at S&D International, Inc.

• Advised Quicksilver Resources, Inc. in successfully obtaining two Board seats at BreitBurn Energy Partners L.P.

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

• Advised Foxhill Capital Partners, LLC in the successful negotiation of a settlement agreement with iPass Inc. resulting in the appointment of two Foxhill nominees to the Board.

• Advised Legacy Housing, LTD. in the successful negotiation of a settlement agreement with Cavalier Homes, Inc. resulting in the appointment of two Legacy Housing nominees to the Board.

• Advised Hallmark Financial Services, Inc. in the successful negotiation of a settlement agreement with Specialty Underwriters' Alliance, Inc. resulting in the appointment of one Hallmark nominee to the Board.

• Advised Lamassu Holding in the successful negotiation of a settlement agreement with Ditech Networks resulting in the appointment of two Lamassu nominees to the Board.

• Advised Kingstown Partners, L.P. in the successful proxy contest against Ambassadors International, Inc. resulting in two Kingstown nominees being elected by shareholders to the Board.

• Advised Nanes Balkany in the successful negotiation of a settlement agreement with Toreador Resources Corp. resulting in the appointment of two Nanes Balkany nominees to the Board and the termination of the company's poison pill.

• Advised Mustang Capital in the successful negotiation of representation for Mustang on the Board of O.I. Corporation, with the Company agreeing to nominate for election to the Board one Mustang nominee.

• Advised New World Opportunity Partners in the successful negotiation of representation for New World on the Board of Youbet.com, with the Company agreeing to nominate for election to the Board two New World nominees.

• Advised the Lion Fund in a successful proxy contest against Steak n Shake Company which resulted in two Lion Fund nominees being elected by shareholders to the Board.

• Advised Accipiter Capital Management in the successful negotiation of a settlement agreement with Rural/Metro Corporation resulting in two Accipiter nominees being nominated by the Company for election to the Board, with a third nominee to be mutually selected by Accipiter and the Company.

• Advising Nanes Delorme in a proxy contest to elect three director nominees to the Board of VAALCO Energy, Inc.

Recent Merger & Acquisition Deals

Advising Landry's, Inc. on potential acquisition including hostile tender offer for McCormick & Schmick's.
Advising Steel Partners Holdings on proposal to acquire JPS Industries.
Advised Ness Technologies, Inc. on sale to CVCI.
Advised United Capital Corporation on tender offer.
Advised Landry's, Inc. on acquisition of Beso LLC.
Advised Seneca Capital, L.P. in opposition to tender offer by Icahn for Dynergy Inc.
Represented Ramius LLC in tender offer and acquisition of Cypress Bioscience, Inc.
Represented Formula Telecom Solutions, Inc. in sale of Paetec Holding Corp.
Represented YouBet.com in sale to Churchill Downs Inc.
Represented ADPT Corporation in sale of assets to PMC-Sierra, Inc.
Representing Tilman J. Fertitta, Chairman and Chief Executive Officer of Landry's Restaurants, Inc., in a proposed going private merger with Landry's.
Represented the Special Committee of Independent Directors of Western Sizzlin Co. in a proposed merger with Steak n Shake.
Represented New Century Equity Holdings Corp. in its acquisition of Wilhelmina International, Ltd. and its affiliated entities. Wilhelmina is today one of the largest and most successful model management companies in the world.
Represented dELiA*s, Inc., a direct marketing and retail company, in the $103 million sale of assets related to its CCS business to Foot Locker, Inc.
Represented NuCO2 Inc., the leading and only national provider of bulk CO2 products and services to the U.S. fountain beverage industry, in connection with the acquisition by Aurora Capital Group. The transaction was valued at approximately $487 million.
Represented Health Systems Solutions Inc. in a proposed merger to acquire Emageon Inc., a medical imaging software maker, for $61 million in cash.
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 Steel Partners Japan in its attempt to increase its ownership stake in Sapporo Holdings Ltd., including Steel Partners' negotiations with Sapporo's Board and navigation of Sapporo's anti-takeover measures. Also provided representation in tender offers to acquire 100% of three separate Japanese public companies: Bull-Dog Sauce Co., Ltd., Myojo Foods Co., Ltd., and Tenryu Saw Mfg. Co., Ltd.
Represented Lone Star Steakhouse & Saloon, Inc., a restaurant chain based in Wichita, Kansas and the owners of the high-end Del Frisco Double Eagle Steakhouse restaurants, in connection with its acquisition by Lone Star Funds, in a transaction valued at $600 million.

Securities Counsel to the following Public Companies
Biglari Holdings Inc.
BNS Holding Inc.
CoSine Communications, Inc.
DGT Holdings Corp.
FalconStor Software, Inc.
Forward Industries, Inc.
Gencorp Inc.
Handy & Harman Ltd.
Lapis Technologies, Inc.
Nathan's Famous, Inc.
NOVT Corporation
SL Industries, Inc.
Steel Excel
United Capital Corporation
Wilhelmina International, Inc.

BAR ADMISSIONS
1981, New York
1981, U.S. District Court, Southern and Eastern Districts of New York
1981, U.S. Court of International Trade

MEMBER
New York State Bar Association