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Adam W. Finerman

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Education

J.D., University of Pennsylvania Law School, 1991

M.B.A, The Wharton School at the University of Pennsylvania, 1991

B.S.E, The Wharton School at the University of Pennsylvania, 1987

Bar & Court Admissions

  • New York, 1992
Bio Narrative
Representative Matters
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Adam W. Finerman is a skilled corporate and securities lawyer with broad experience in proxy contests and mergers and acquisitions.

Adam advises hedge funds and investment funds on equity investments in public companies, including activist situations in which shareholders are seeking representation on the board of directors of public companies. He has represented shareholder activists in numerous proxy contests, many involving closed-end funds. He also has assisted hedge funds in avoiding protracted proxy contests by advising on strategies that have enabled them to obtain board representation and influence management to implement corporate governance reform.

Adam has extensive experience representing publicly and privately held buyers and sellers in mergers, asset acquisitions and divestitures, stock purchase transactions, and public and private equity and debt financing transactions.

He counsels numerous public companies in their transactional and securities work as well as on general corporate matters, including corporate governance, SEC reporting requirements and other public company obligations.

He also represents numerous hedge funds and other investment funds in their transactional work, and principals and shareholders in privately owned businesses.

Professional & Community Affiliations

Association of the Bar of the City of New York

Executive Board of The Penn Fund of the University of Pennsylvania

Proxy Contests and Negotiated Board Representation
  • Advised Karpus Management, Inc. in successfully reaching an agreement with The Ireland Fund regarding the institution of a modified “Dutch auction” in-kind tender offer for up to 25% of the Fund’s outstanding shares at a price per share within a range of 95%-97% of the Fund’s per share NAV.  The in-kind tender offer is subject to the Fund’s receipt of an exemptive order from the SEC to permit affiliated persons of the Fund to participate in the in-kind tender offer.  If the exemptive order is not received the Fund has agreed to commence a cash tender offer for up to 30% of the fund’s outstanding shares at a price per share equal to 98% of the Fund’s per share NAV. 
  • Advised Karpus Management, Inc. in successfully reaching an agreement with The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc. resulting in the institution of a tender offer program for up to 25% of each funds outstanding shares through an initial offer of up to 15% of outstanding shares and two conditional offers of up to 5% each, in each case at a price equal to 98% of NAV.
  • Advising BVF Partners in successfully reaching an agreement with Oncothyreon Inc. (Nasdaq: ONTY) resulting in appointment of two directors and formation of CEO Search Committee.  
  • Advising RiverNorth Capital Management in proxy contest seeking the election of three director candidates to the Board of Fifth Street Finance Corp., and the termination of the management agreement with Fifth Street's external manager.
  • Advised Elliott Management Corp., in its activism campaign against American Capital Ltd., (ACAS) resulting in ACAS commencing a full strategic review and increasing its stock buy back program.
  • Advised Ironsides Partners LLC in a proxy contest seeking the election of two candidates to the Board of Trustees of Pimco Dynamic Credit Income Fund (Nasdaq: PCI).
  • Advised Western Investment in proxy contest seeking the election of five candidates to the Board of Directors of Anworth Mortgage Asset Corporation.
  • Advised Western Investment in successful proxy contest against Macquarie Global Infrastructure Total Return Fund, resulting in Western Investment’s director nominee and stockholder proposal receiving a majority of the votes cast at the fund’s 2012 annual meeting.
  • Advised Mast Capital in successfully reaching an agreement with LodgeNet Interactive Corporation resulting in appointment of two directors. 
  • Advised the largest stockholder of Pharmacyclics, Inc. in negotiations, resulting in four out of six board members being replaced with the stockholder's designees, thereby avoiding a proxy contest.
  • Advised TL Investment GmbH in successful negotiations with Lantronix, Inc. 
  • Advised Biotechnology Value Fund in proxy contest to replace board of Avigen, Inc. and in tender offer by BVF to acquire shares of Avigen.
  • Advised LaGrange Capital Partners in successfully obtaining three board seats at Forward Industries.
  • 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.
  • 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.
  • Advised Western Investment regarding its investment in TS&W/Claymore Tax-Advantaged Balanced Fund (TYW), 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.
  • Advised Western Investment in successfully reaching an agreement with Deutsche Investment Management Americas Inc., resulting in 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, an open market repurchase program at DHG, and 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 and 2010 annual meetings 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.
  • 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.
  • Advised Western Investment in a successful proxy contest against Pioneer Municipal & Equity Income Trust, resulting in the election of two Western Investment nominees to the board.
  • Advised Western Investment in a successful proxy contest against Investment Grade Municipal Income Fund Inc. 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.
  • Advised Western Investment in successfully reaching an agreement with the Neuberger Berman Closed End Funds, 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 Nanes Delorme in a proxy contest to elect three director nominees to the board of VAALCO Energy, Inc.
  • Advised Palisair 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.
Mergers & Acquisitions
  • Represented Novation Companies, Inc. (OTC: NOVC) in the sale of the membership interests of Corvisa LLC, a wholly-owned subsidiary.
  • Represented Digirad Corporation (Nasdaq:DRAD) in acquisition of DMS Health Technologies, Inc., which has a diverse portfolio of medical equipment and diagnostic imaging services.
  • Represented AMERI Holdings, Inc. (OTC:AMRH) in the acquisition of Bellsoft, Inc., a global systems integrator specializing in providing enterprise resource planning, customer relationship management, business intelligence and other web-based solutions.
  • Advised Pharmacyclics, Inc. (Nasdaq: PCYC) as special counsel on certain issues relating to PCYC’s acquisition by AbbVie Inc. for a total transaction value of $21 billion.
  • Represented SL Industries, Inc. (NYSE MKT:SLI) in the acquisition of certain assets from ITT Torque Systems, Inc.  related to the torque systems business.
  • Represented SL Industries, Inc. (NYSE MKT:SLI) in the acquisition of certain assets of Dynetics Systems, Inc., which designs, develops and manufactures precision quality, instrument grade motion control products, and provides custom motor and motion control solutions to the aerospace, defense, medical, commercial and industrial markets.
  • Represented Digirad Corporation (Nasdaq: DRAD) in the acquisition of MD Office Solutions, Inc., a mobile diagnostic imaging provider servicing customers in Northern California.
  • Represented SL Industries, Inc. (NYSE MKT:SLI) in the sale of its RFL Electronics division to Hubbell Power Systems, Inc.
  • Represented Digirad Corporation (Nasdaq: DRAD) in the acquisition of Telerhythmics, LLC, a provider of 24-hour cardiac monitoring services.
  • Represented ATRM Holdings, Inc. (Nasdaq: ATRM) in the purchase of the KBS business of manufacturing, selling, and distributing modular housing units for both residential and commercial use.
  • Represented ATRM Holdings, Inc. (Nasdaq: ATRM) in the sale of its test handler product line business to a wholly-owned subsidiary of Boston Semi Equipment LLC.
  • Represented Xstelos Holdings, Inc. (formerly Footstar, Inc.) in its acquisition of CPEX Pharmaceuticals, Inc.
  • Represent Tilman J. Fertitta, Chairman and Chief Executive Officer of Landry's Restaurants, Inc., in merger agreement with Landry's 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 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 million.
  • Represented investor group in the acquisition 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.
Other Transactions
  • Represented ATRM Holdings, Inc. (OTCQX: ATRM) in obtaining a $4.0 million asset-based credit facility with Gerber Finance Inc.
  • Represented Digirad Corporation (Nasdaq: DRAD) in obtaining a senior secured credit facililty from Wells Fargo Bank.
  • Represented Crossroads Systems, Inc. (Nasdaq: CRDS) in a litigation financing transaction.
  • Represented a healthcare media company in a corporate transaction involving a new receivables facility, the restructuring and sale of existing term loan with GE Capital, and new equity investment in company.
  • Represented ATRM Holdings, Inc. (OTCQX: ATRM) in a public rights offering.
  • Represented Crossroads Systems, Inc. (Nasdaq: CRDS) in a public rights offering.
  • Represented Ameri Holdings, Inc. (OTC: AMRH) in a reverse public offering involving a reverse merger.
  • Represented Digirad Corporation (Nasdaq: DRAD) in its investment in Perma-Fix Medical, S.A., a publicly traded company listed on the NewConnect market of the Warsaw Stock Exchange. Perma-Fix Medical is a subsidiary of Perma-Fix Environmental Services, Inc. (NASDAQ: PESI).
  • Represented Pharmacyclics Inc. in a $207.2 million overnight public offering of 2.2 million shares of its common stock.
  • Represented Pharmacyclics, Inc. in several registered direct offerings aggregating over $100 million.
  • Advised SL Industries, Inc. on multiple tender offers.
  • Represent many private companies, including a start-up fashion designer, in private financing transactions.
  • Represented numerous borrowers in multimillion-dollar credit facilities.
  • Represent numerous public companies in their reporting obligations, financings and acquisitions and divestitures.

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