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Michael R. Neidell

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Honors

  • Michael was named to the New York Super Lawyers list, a Thomson Reuters lawyer rating service, since 2014.

Education

J.D., New York University School of Law, 1996

B.A., cum laude, Amherst College, 1993

Bar & Court Admissions

  • New York
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Michael R. Neidell has extensive experience structuring, negotiating and closing a broad range of corporate transactions.

Michael represents both public and private companies in mergers, tender offers and asset and stock purchases and sales. He also represents 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.

As a member of Olshan’s Activist group, Michael counsels shareholder clients regarding Schedule 13D investments in public companies, proxy contests, hostile takeovers and other related matters.

Michael regularly advises 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. He was an associate at Proskauer Rose LLP from September 1996 to December 2004.

Mergers and Acquisitions
  • Represented Handy & Harman Ltd., a Nasdaq-listed company, in its $163.8 million tender offer and going-private transaction for SL Industries, Inc.
  • Represented Landry's, Inc. in its $130 million tender offer for McCormick & Schmick's Seafood Restaurants, Inc.
  • Represented Mooney Aviation Company, Inc., a manufacturer of single-engine aircraft, in the $17.5 million sale of its assets to Soaring America Aviation Corporation, an affiliate of Shicheng Yurun (Beijing) Investment Co., Ltd.
  • 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.
  • Represented 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 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
  • Represented Steel Partners in connection with its investment in ModusLink Global Solutions Inc., including the negotiation of a $30 million investment agreement and a settlement agreement resulting in the election of two Steel nominees to the board.
  • Represented Dolphin Limited Partnership III, L.P. in the successful negotiation of a settlement agreement with Qumu Corporation (f/k/a Rimage Corporation), providing for the election of two new independent directors to the board.
  • Represented Biglari Holdings Inc. in connection with its investment in Cracker Barrel Old Country Store, Inc.
  • Represented Dialectic Capital Partners, LP in the successful negotiation of a settlement agreement with Tellabs, Inc., resulting in the appointment of three new independent directors to the board.
  • 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 Comtech Telecommunications Corp. in its $105 million Rule 144A offering of senior convertible 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.

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