Olshan Law News

News

August 12, 2010
WSJ Covers Wolosky’s Successful Negotiation of Board Seats & New CEO at Forward Industries
The Wall Street Journal recently reported on the successful negotiation of a settlement by Olshan's client LaGrange Capital Partners with Forward Industries. LaGrange Capital had recently launched a solicitation seeking to remove the entire Board of Directors after Forward adopted a series of shareholder-unfriendly corporate actions back in June. Under the settlement agreement, three current directors agreed to step down and Forward appointed three of LaGrange Capital’s candidates to take their place on the Board. Also, LaGrange Capital's founder and managing partner, Frank “Grange” Johnson, was named Forward’s new Chairman. In connection with the settlement, Forward’s President & CEO resigned and Brett Johnson was installed as Forward’s new President & CEO. LaGrange Capital is Forward's largest shareholder with a 26.4% stake. Forward Industries, based in Pompano Beach, Fla., designs and distributes custom carrying cases for hand-held electronic devices. Steve Wolosky, Andrew M. Freedman and Aneliya S. Crawford represented LaGrange Capital in the settlement.

August 5, 2010
Law Journal Quotes Udell on Multijurisdictional Practice Rules
The New York Law Journal quoted Jeffrey A. Udell, chair of the New York City Bar Association's Professional Responsibility Committee, on their push to change the state’s rules governing attorney conflicts and discipline to better accommodate lawyers and law firms that practice both in New York and in other states and countries. Read the report here.

August 3, 2010
NY Times Mentions Grom in High-End Ice Cream Story
The New York Times ran a story on high-end ice cream shops and mentioned two Grom gelaterias located in Manhattan, one on 240 Central Park South and the other on Bleecker Street in Greenwich Village. Samuel P. Ross and Jessica A. Berets represented Omnispective Management Corporation in the lease with Grom for 240 Central Park South.

August 3, 2010
NY Post Covers Gursky’s Lease for Michael Kors
The New York Post reported on the lease by fashion retailer Michael Kors for 2,500 square feet at 133 Fifth Avenue, at 19th Street. Steven R. Gursky represented the tenant in the 10-year lease agreement.

July 19, 2010
Client Ramius Offers to Acquire Therapeutic Drugmaker for $154M
Olshan's client Ramius LLC offered to buy drugmaker Cypress Bioscience Inc. for approximately $154 million and asked the board to abstain from approving any further acquisitions. Ramius currently holds a 9.9% stake in Cypress. The Wall Street Journal (subscription required) and Forbes, among other media, reported on the story. Steve Wolosky, Andrew M. Freedman, Amanda S. Lamson, and Michael D. DeDonato with litigation assistance from Thomas J. Fleming comprise the Olshan team representing Ramius.

July 19, 2010
Media Reports on Jennifer Convertibles’ Bankruptcy Filing
Crain’s New York quoted Michael S. Fox on the report that Olshan's client Jennifer Convertibles, Inc. filed for voluntary petition under Chapter 11 after reaching an agreement with its largest creditor and foreign supplier, Haining Mengnu Co. Ltd. Group, to convert debt into equity in the company. The Wall Street Journal and The AmLaw Daily also reported on the story. Michael along with Jordanna L. Nadritch, Jayme M. Bethel, Andrea Fischer on bankruptcy matters with assistance from Kenneth A. Schlesinger on corporate matters serve as counsel to Jennifer Convertibles.

July 12, 2010
Fleming Leads Hedge Fund Proxy Battle
Hedge Funds Review (subscription required) chronicled hedge fund Strategic Turnaround Equity Partners (STEP) suit seeking an order directing United American Healthcare Corporation (UAHC) to hold its 2009 Annual Meeting of Stockholders on or before August 4, 2010. RiskMetrics Group, a leading U.S. proxy advisory firm, has advised shareholders to vote in favor of STEP's proposed nominees. Thomas J. Fleming represents STEP in this matter.

July 2, 2010
Bisceglie Quoted in Law 360 on $44M Endodontic Verdict
Kyle C. Bisceglie was quoted in Law 360 (subscription required) on Dentsply’s failure to overturn the $44 million jury verdict against Dentsply. Kyle, who led the Olshan team representing Guidance, was quoted as saying “What this case shows is that this is a company that, according to the evidence, used unfair and anti-competitive business practices, and they just won't accept the jury's impartial assessment of their conduct.” According to the National Law Journal, the verdict was the 40th largest in the United States in 2009, and second largest verdict involving a medical or dental instrument.

June 17, 2010
Pharmacyclics Completes $52.4 Million Registered Direct Offering
Olshan’s client Pharmacyclics, Inc., a NASDAQ-listed clinical-stage biopharmaceutical company, announced that it completed a $52.4 million registered direct offering of its common stock. Adam W. Finerman, Mark L. Lakin, Jonathan H. Deblinger and Ryan S. Replogle comprise the Olshan team that represented Pharmacyclics in this matter.

June 14, 2010
Dov H. Scherzer Joins Olshan's IP Practice as Partner
The New York Times, among other media sources, covered the announcement on the expansion of Olshan's Intellectual Property practice with the addition of Dov H. Scherzer, as a partner. Dov is widely recognized for his expertise in international technology, outsourcing, media, internet and intellectual property transactions. Prior to joining Olshan, Dov was a Partner and head of the International Technology and Outsourcing practice at Brown Rudnick Berlack Israels LLP, and previously spent 15 years at Brown Raysman Millstein Felder & Steiner LLP, including six years as Partner and head of the International Practice Group.

June 6, 2010
Bisceglie Named to LexisNexis’ New York Advisory Board
Kyle C. Bisceglie was recently named to LexisNexis’ New York Advisory Board. As a member of the six person Advisory Board, Mr. Bisceglie will provide guidance, knowledge and expertise about New York law, practice and procedure; review and critique LexisNexis’ keystone New York practice treatise, Weinstein, Korn & Miller; and provide continuing legal education to other lawyers.

June 3, 2010
Berets and Kearns Represent Randa in NJ Lease
GlobeSt.com (subscription required) reported on the lease by Randa Luggage for an entire 26,000 square foot floor at 200 Broadacres Drive in Bloomfield, NJ relocating from Totowa, NJ. Jessica A. Berets and Thomas D. Kearns represented Randa in their lease.

June 1, 2010
Roket Handled Major School Lease in Manhattan
The Commercial Observer (subscription required) reported on the lease by Mildred Elley School, an Albany-based school, for over 42,000 square feet at 25 Broadway. Nina Roket represented the landlord. It was the tenant’s first campus in Manhattan and the second major downtown school lease Ms. Roket has handled for landlords. The first was the Millennium High School lease at 75 Broad Street as reported by The New York Times in 2003.

May 19, 2010
Wolff Wins and Makes Hawaii Law
Leagle.com covered a precedent setting victory for Admiral Insurance Company in which Allen R. Wolff was lead counsel. The Hawaii Appellate Court joined the majority of states by stating that defective workmanship is not covered by insurance. A few years ago, mold was discovered following construction of a new Hilton hotel tower on Waikiki Beach. We represented an insurer of one of the major subcontractors. The subcontractor sought to have its insurer cover the liability to Hilton. The insurer refused and the appeals court in Hawaii ruled in favor of the insurer. Link to decision here.

May 19, 2010
Biotechnology Value Fund’s Investments Highlighted
BioWorld® 20th Anniversary Edition recently featured Olshan's client, Biotechnology Value Fund, in an article about the Fund’s investments in various pharmaceutical related companies including the Fund’s recent involvement with Avigen, Inc. and proposing a new model in which biotech shareholders are provided protection in this inherently risky business. Adam W. Finerman and Jason W. Soncini represent Biotechnology Value Fund in its dealings with Avigen.

May 12, 2010
WSJ Covers “The Committee to Enhance Denny’s”
The Wall Street Journal covered “The Committee to Enhance Denny’s,” a group of activist investors who are seeking proxies for election to Denny’s Board of Directors. The Wall Street Journal also more recently covered the story with an updated article that discusses how the daughter of Denny’s founder is supporting the “The Committee to Enhance Denny’s.” Steve Wolosky, Ron S. Berenblat and Jason W. Soncini represent “The Committee to Enhance Denny’s.”

May 12, 2010
Journal Publishes Article on Real Estate Bankruptcies by Friedman and Nadritch
The Journal of Corporate Renewal by Turnaround Management Association published an article on Real Estate Bankruptcies entitled “Real Estate Bankruptcies: Next Wave Features Underwater Assets, Complex Structures” written by Adam H. Friedman and Jordanna L. Nadritch. The article addresses the use of bankruptcy law for restructuring real estate assets.

May 11, 2010
Law Journal Quotes Udell on ADR Bill
The New York Law Journal quoted Jeffrey A. Udell, chair of the New York City Bar's Professional Responsibility Committee, on backing the passage of a bill before the state Legislature to allow an attorney to attach a lien to awards and settlement proceeds through alternative dispute resolution such as arbitration or mediation.

May 10, 2010
Adaptec Announces Agreement with PMC
Olshan’s client Adaptec, Inc. announced that it signed a definitive agreement with PMC-Sierra, Inc. to sell to PMC certain assets connected with the Company's data storage hardware and software business for approximately $34 million in cash. The Olshan team working on this transaction includes: Corporate: Steve Wolosky, Kenneth A. Schlesinger and Michael D. DeDonato; Intellectual Property: Steven R. Gursky and Mary L. Grieco; Employment Practices: Aliza F. Herzberg and Lori Barnea and Employee Benefits: Barry L. Salkin.

April 12, 2010
Wall Street Journal Notes Wolosky’s Adaptec Proxy Victory
The Wall Street Journal used Steel's strategy in the Adaptec proxy fight in an article on investors seeking to put more seasoned executives in director positions. Olshan’s client, Steel Partners, removed two incumbent directors, including the CEO, from the Board of Adaptec and placed Steel Nominee, John Mutch, on its board. Steve Wolosky, Ron S. Berenblat, Andrew M. Freedman, Jason W. Soncini and Aneliya S. Crawford comprise the Olshan team that represented Steel in the matter.

April 6, 2010
Stern Represents Sur La Table in NY Lease
The New York Post reported on the lease by Sur La Table, the Seattle based seller of home cooking and entertaining wares, for over 5,200 square feet at 1320 Third Avenue, near 77th Street. Mitchell B. Stern represented the tenant. It was the tenant’s second Manhattan location.

April 6, 2010
Hollywood Reporter Quotes Herzberg on Desperate Housewives Lawsuit
Aliza F. Herzberg was quoted by The Hollywood Reporter about the lawsuit filed by Nicollette Sheridan against ABC’s Desperate Housewives and show creator Marc Cherry alleging assault and claiming age, sex and sexual orientation discrimination.

April 5, 2010
Wolosky Serves as Panelist at B. Riley Investor Conference
Steve Wolosky will serve as a panelist and address activism issues at the 11th Annual B. Riley & Co. Investor Conference which will be held in Santa Monica, California from May 24-26, 2010.

April 5, 2010
Barron’s Covers Western Investment's Challenge to Boulder Investment Advisers
Barron’s (subscription required) discussed Western Investment’s shareholder proposal relating to two closed-end funds managed by Boulder Investment Advisers. The article discusses Western's proposed bylaw amendment that would terminate Boulder as manager of the funds if it is determined that Boulder overvalued the auction-rate preferred shares held by the funds. The SEC rejected Boulder’s attempt to exclude the proposals from the proxy materials for the funds’ upcoming annual meetings. Steve Wolosky, Adam W. Finerman, Jason W. Soncini and Aneliya S. Crawford represent Western in this matter.

March 29, 2010
Bisceglie Hosts LexisNexis e-Discovery Podcast
Kyle C. Bisceglie has spoken in detail about obtaining electronically stored information (ESI) from third parties, a subject covered in Chapter 14 of the LexisNexis® Practice Guide: New York e-Discovery and Evidence, which he authored this year. The lecture Kyle gave was insightful and captivating. Click here to access the podcast.

March 26, 2010
Bisceglie Featured by Leading German Bookstore
CH Beck, one of Germany’s largest and best-known publishers and booksellers, profiled Kyle C. Bisceglie and his book on NY e-Discovery and Evidence as its lead profile in the April 2010 newsletter on important new legal guides. See the link to Schweitzer Informationsdienst here.

March 25, 2010
CorMedix Announces $12 Million IPO
Olshan’s client CorMedix Inc., a pharmaceutical company focused on developing and commercializing therapeutic products for the treatment of cardiorenal disease, announced the completion of its $12 million IPO. Yehuda Markovits and Kenneth S. Mantel, with assistance from Kenneth A. Schlesinger and Michael D. DeDonato, represented CorMedix.

March 24, 2010
Times Reports on Condemnation Actions for New Penn Station Tunnel
The New York Times covered the public release of the condemnation plan for the new Penn Station tunnel to New Jersey proposed by the Port Authority of New York and New Jersey. Thomas D. Kearns and Hyman Kindler represent several property owners in the negotiations for the pending condemnation including the owners of the Nelson Towers building mentioned in the article.

March 18, 2010
Steel Partners Japan Wins Unanimous Support of Proxy Advisors
Steel Partners Japan announced that Japan Proxy Governance, Inc., Japan’s leading proxy advisory firm, and PROXY Governance, Inc., a leading independent proxy advisory firm, have each recommended that shareholders vote for the election of all of Steel’s nominees to the Sapporo’s board at this year’s annual meeting including voting against six incumbent management directors nominated by Sapporo. With the earlier recommendations of RiskMetrics and Glass Lewis, Steel received the support from all leading independent proxy advisory firms, both in Japan and internationally. Steve Wolosky, Kenneth M. Silverman, Johnathan Duncan and Ryan S. Replogle comprise the Olshan team that represents Steel.

March 15, 2010
Law Journal Quotes Udell on Attorney Advertising Ruling
The New York Law Journal quoted Jeffrey A. Udell, chair of the New York City Bar's Professional Responsibility Committee, on his reaction to the decision of the U.S. Court of Appeals for the Second Circuit rejecting the bulk of New York’s content-based restriction on attorney advertising.

March 15, 2010
Bisceglie Featured in NLJ Top 100 Verdicts of 2009
The National Law Journal’s: Top 100 Verdicts of 2009 included Olshan's verdict for our client Guidance Endodontics last year. Kyle C. Bisceglie and and Renee M. Zaytsev were trial counsel for Guidance. It was 2009's third largest breach of contract and second largest verdict involving a medical instrument.

February 25, 2010
Olshan Represents Food Network Star in Claim
Courthouse News Service reported on Paula Deen Enterprises and Deen Brothers Enterprises filing a claim in Federal Court against Celebrity Chefs Tour and Promark Productions, California-based companies owned by Gary Ravet. Ms. Deen, the Food Network star and her family agreed to participate in a series of live cooking demonstrations organized by Celebrity Chefs Tour. They seek $1.25 million in damages, alleging breach of contract and defamation. Steven R. Gursky, Lori Marks-Esterman and Jennifer L. Heil represent the plaintiffs.

February 23, 2010
Law Journal Covers Udell's Letter
The New York Law Journal (subscription required) published a story on a letter issued by the Association of the Bar of the City of New York and co-authored by Jeffrey A. Udell, in his capacity as Chair of the Committee on Professional Responsibility. The letter urges prosecutors to be required to disclose evidence that creates ‘a reasonable likelihood’ that a defendant prosecuted by their office is innocent.

February 22, 2010
Wolosky Speaks at Investor Summit
Steve Wolosky appeared as a panelist on the topic “How Developments in Corporate Governance are Affecting How Directors are Elected” at the The Active-Passive Investor Summit sponsored by 13D Monitor Activist and Institutional Investor held today in New York.

February 18, 2010
Biotechnology Value Fund’s Investments Highlighted
Elsevier’s In Vivo Blog recently featured Olshan's client, Biotechnology Value Fund in an article about the Fund’s investments in various pharmaceutical related companies including Addex Pharmaceuticals, a Swiss pharmaceuticals company; Celera Corporation, a diagnostics company focused on genetic sequencing and Facet Biotech which is focused on oncology therapeutics. The article also discusses the Fund’s recent involvement with Avigen, Inc. and the Fund’s role in successfully merging Avigen with MediciNova, Inc. Adam W. Finerman and Jason W. Soncini represented Biotechnology Value Fund in these transactions.

February 18, 2010
Olshan ERISA Victory Highlighted in Pension & Benefits Daily
BNA’s Pension & Benefits Daily (subscription required) covered Olshan’s victory in the U.S. District Court for the Southern District of New York on behalf of Handy & Harman in a claim made by a former chief financial officer who was accused of attempting to amend the Company’s supplemental retirement plan to enhance his own retirement benefits. The team handling this litigation includes Thomas J. Fleming and Christine W. Wong with assistance from Manes M. Merrit and Barry L. Salkin of the Employee Benefits Group. Read the decision here.

February 17, 2010
Finerman and Schlesinger Handle Collins Stock Sale
The Hutchinson News reported on BNS Holding, Inc.’s plans to sell its 80 percent share of Collins Industries, Inc. for approximately $65 million. Collins manufactures ambulances and rescue vehicles, small school buses, terminal tractors, and industrial sweeper equipment. Olshan attorneys Adam W. Finerman, Kenneth A. Schlesinger and Ryan S. Replogle represented BNS in the sale.

February 17, 2010
Fleming Leads Olshan Team on Hedge Fund Victory
Hedge Fund Law Report (subscription required) ran an article on Olshan’s victory for Accipiter Life Sciences funds, Accipiter's management company and one of its principals. Aris sued Accipiter for negligence, breach of contract, breach of fiduciary duty and injunctive relief. The New York Supreme Court dismissed all claims and relied on the terms of the partnership agreement which included exculpation for actions not in violation of law or grossly negligent and held that management’s actions were protected. Thomas J. Fleming, Herbert C. Ross, Kenneth M. Silverman and Peter M. Sartorius represented Accipiter in this matter.

February 11, 2010
Bisceglie Quoted in Law 360 on Dentsply Motion
Kyle C. Bisceglie was quoted in Law 360 (subscription required) on the motion submitted by Dentsply International Inc. seeking to overturn a $44 million jury verdict against Dentsply. Kyle, who leads the Olshan team representing Guidance, the plaintiff in the action, was quoted as saying “We have a very bright, hardworking judge who worked very hard with the lawyers going into trial to get the jury instructions and evidentiary rulings right during the trial, and we are confident that the three and a half weeks the jury spent in reaching its verdict will not be in vain.”

February 5, 2010
NY Times Editorial Supports Udell's Report
The New York Times published an editorial supporting the "well-argued" report issued by the Association of the Bar of the City of New York. Jeffrey A. Udell, in his capacity as Chair of the Committee on Professional Responsibility of the City Bar, co-authored the report which backed greater transparency in required financial disclosures for legislators who are also attorneys. The New York Law Journal covered a front page story on the Bar Association's report.

February 5, 2010
RiskMetrics Highlights Steel Partners Japan Proxy Contests
RiskMetrics Group, a leading U.S. proxy advisory firm, recently highlighted Olshan’s client, Steel Partners Japan, in its publication “Risk & Governance Weekly” as Steel attempts to build on its historic victories in 2008 and 2009 despite the trend away from pressing corporate Japan to reform governance and maximize shareholder value. Steel recently scored a rare, historic victory for shareholder activism in Japan as shareholders of Aderans Holdings, a Japanese wig maker, elected to Aderans' board of directors all of Steel’s candidates enabling a revamp of corporate strategy. Steel, the largest shareholder in Japanese brewer Sapporo, has proposed nominating 10 candidates, six new candidates and four incumbents to Sapporo’s board. Steve Wolosky, Kenneth M. Silverman, Johnathan Duncan and Ryan S. Replogle comprise the Olshan team that represent Steel.

February 1, 2010
Salkin Article in Journal of Deferred Compensation
The Spring 2010 volume of Journal of Deferred Compensation included an article by Barry L. Salkin, of counsel in the Employee Benefits Group, entitled "Restatement in the Courts: Judicial Reliance Upon Restatement Principles in ERISA Litigation" which discusses how common law principles have become less relevant and less a source of law than they once were but are still important with respect to Title I of ERISA.

January 29, 2010
Wolosky and Frome Speak at Activist Conference
Steve Wolosky served as a moderator of a panel at the The Activist Investor Conference sponsored by DealFlow Media which was held in New York from January 21-22, 2010. Steve led the panel discussion on the topic "The Activists' Toolkit." View an outline of Steve’s presentation here, which was co-authored by Andrew M. Freedman. In addition Robert L. Frome served as a panelist on the topic "The Accidental Activist." The Hedge Fund Law Report (subscription required) covered The Activist Investor Conference in depth.

January 27, 2010
Kearns and Kindler Represent Buyer in Astoria
Cityfeet.com and Rejournal.com covered the purchase of a 9,600-square-foot parcel at 36-06 34th Avenue in Astoria, Queens. The parcel is across the street from the landmark Kaufman Astoria Studios. Thomas D. Kearns and Hyman Kindler represented the buyer, Corner Piece Astoria LLC.

January 25, 2010
LexisNexis Publishes Bisceglie’s Practice Guide: New York e-Discovery and Evidence
LexisNexis published the Practice Guide: New York e-Discovery and Evidence, a comprehensive, 900 page treatise authored by Olshan partner, Kyle C. Bisceglie. LexisNexis describes it as the only and definitive guide to e-Discovery in New York state and federal courts. A full description and information for ordering is available through LexisNexis, click here.

January 22, 2010
Olshan Clients Support Haiti Relief Effort
Several Olshan clients are active in helping with Haiti relief efforts including the American Jewish Joint Distribution Committee (JDC), which is currently supporting Heart to Heart International in providing aid and the Medical Corps of the Israel Defense Forces, whose team is operating a field hospital in Port-au-Prince; and Kaufman Astoria Studios, who has donated its largest stage for the New York location of the George Clooney Telethon for Haiti which is scheduled for January 22nd. Nina Krauthamer represents the American Jewish Joint Distribution Committee and Thomas D. Kearns represents Kaufman Astoria Studios.

January 22, 2010
Media Reports on Olshan’s Client Steel Partners Japan
Olshan's client Steel Partners, the largest shareholder in Japanese brewer Sapporo, proposed the election of new board members at this year’s annual meeting. Steel has nominated 10 candidates, six of whom would be new to the Board. The Wall Street Journal and Fox Business News, among other media, reported on the story. Steve Wolosky, Kenneth M. Silverman, Johnathan Duncan and Ryan S. Replogle comprise the Olshan team.

January 21, 2010
NY Post Quotes Roket on Revitalized Market
Today’s New York Post quotes Nina Roket on the potential revitalization of the real estate market and notes how the banks are interested in making deals and discounting loans instead of forcing properties into foreclosures.

January 21, 2010
Bisceglie Hosts LexisNexis e-Discovery Webinar
Kyle C. Bisceglie presented a LexisNexis Webinar on “How the Emerging Area of e-Discovery Impacts You and Your Clients” on January 21st to an audience of more than 300 confirmed attendees. The hour-long Webinar analyzes the use of electronically stored information (ESI) in federal and state litigation in New York. View an outline of Kyle’s presentation here.

January 20, 2010
Olshan Supports Haiti Earthquake Relief Efforts
In response to the earthquake that devastated Haiti, Olshan is matching dollar-for-dollar all monetary donations made by its partners, associates and staff to four different charities active in the relief efforts: Americares, American Jewish Joint Distribution Committee (JDC), Doctors Without Borders and UNICEF.

January 8, 2010
Frome Leads Olshan Team on Paneltech’s Offering
The Puget Sound Business Journal reported on Paneltech International, L.L.C.’s offering of securities and merger into publicly-traded Charleston Basics, Inc. Paneltech, based in Hoquiam, Washington, is a leader in the design and manufacture of environmentally responsible green composite products for home, business, industry, education and the military. Robert L. Frome, Kenneth A. Schlesinger, Johnathan Duncan and Patrick J. Curtis represented Paneltech in the transactions.

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