Practice Overview
Practices

Activist & Equity Investment Practice

300 proxy contests since 2005  
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2015 Activist Campaigns
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Widely recognized as the nation’s premier practice in representing activist investors in contested director elections and ranked by The Wall Street Journal/FactSet as the No. 1 Legal Advisor to activist investors in 2014.

Olshan's Activist & Equity Investment Practice Group is widely recognized as the nation's premier practice in representing activist investors in contested director elections. We have unparalleled experience in counseling clients on a wide variety of activist strategies, from proxy contests, consent solicitations and hostile takeovers to letter-writing campaigns and behind-the-scenes discussions with management and boards of directors.

Proven Track Record

Our Activist attorneys have been involved in seeking board representation at over 300 public companies, including some of the highest profile activist situations in recent years. We have achieved success on this front in over 90% of the situations in which our clients have nominated directors.

Our Activist & Equity Investment Group advises on some of the most high-profile activist campaigns year-in, year-out. In 2014, the Group represented client Starboard Value on its “historic” full board victory at Darden Restaurants.

Activist & Equity Investment Group chairman Steve Wolosky has been a pioneer in the area of private equity and shareholder activism, and his innovative methods and strategies are well known among clients and the media. The Wall Street Journal, in conjunction with FactSet SharkRepellent, recently named Olshan’s Activist & Equity Investment Practice as the No. 1 legal advisor to activist investors in 2014. The Deal Pipeline furthermore recognized Steve as one of the “best-known names” in shareholder activism and also as one of the two leading lawyers representing activists in the U.S. Additionally, Reuters highlighted Steve as a “go-to” lawyer for activist investors, because he has dedicated his “decades-long practice largely to advising activist investors.” Reuters also named Olshan as one of the two top firms that “have come to dominate the activism market.” The Activist Report, a monthly newsletter by 13D Monitor, describes Steve as “...a top choice of many hedge funds and activists...” noting his unparalleled experience in counseling clients on a wide variety of activist strategies.

Identifying Opportunities

We get involved early in evaluating a company's corporate governance profile and in identifying opportunities for effecting change. This includes assisting our activist clients in navigating the myriad applicable securities laws and proxy rules, and drafting and preparing Schedules 13D and Forms 13F, advance notice bylaw provisions, Rule 14a-8 shareholder proposals, "books and records" demands, and letters to company management and boards of directors.

Proxy Contests

Our Activist attorneys work closely with clients to develop a comprehensive proxy strategy, a roadmap tailored to the client's specific goals and designed to maximize results in a contested proxy solicitation. To that end, we thoroughly examine a company's organizational documents, corporate governance practices, and operational performance for structural vulnerabilities. This in-depth research helps us frame the issues and shape the messaging to be delivered to the company's shareholders.

On the public relations side, we draft and prepare fight letters, press releases and investor presentation materials, and walk our clients through presentations to ISS and Glass Lewis and other proxy voting advisory agencies. We actively discuss and negotiate potential settlements with the company's counsel and when necessary, assist the proxy solicitor in helping to get the vote in. In short, we work tirelessly to give our client every possible advantage in the contest.

Equity Investments

Not all shareholder engagements escalate to proxy contests; many entail working behind-the-scenes on a private basis with a company's board, management and advisors. In addition to advising many of the nation’s most prolific activist investors, we also represent the "occasional" or “reluctant” activist shareholder in their dealings with boards of directors and management teams. Our team of highly skilled attorneys provides custom-tailored advice on all aspects of equity investments.

2015 Campaigns for Board Representation:
  • AVI Partners @ YuMe, Inc. (nominations for 2 board seats withdrawn following positive discussions regarding board representation and strategy)
  • Baker Street Capital @ USA Truck, Inc. (cooperation agreement reached for continuation of 2 board seats)
  • Barington Capital/Macellum Advisors @ The Children’s Place, Inc. (settlement reached for 1 board seat and 1 mutually-agreed director)
  • Blue Clay Capital @ Select Comfort Corporation (nominations for 2 board seats ultimately withdrawn)
  • Broadfin Capital @ Derma Sciences, Inc. (settlement reached for 1 board seat)
  • Castle Union Partners @ Procera Networks, Inc. (nominations delivered for 5 board seats; company sold)
  • Dolphin @ Qumu Corporation (settlement reached for right to appoint 1 director)
  • Elliott Management @ Citrix Systems (public letter outlining operational plan for fundamental and sustainable change to unlock substantial value for shareholders)
  • Engaged Capital/JCP Investment @ Jamba, Inc. (settlement reached for 2 board seats)
  • Engaged Capital @ Medifast, Inc. (settlement reached for a reconstituted Board and governance enhancements)
  • Engaged Capital @ Rovi Corporation (successful election of 2 directors at annual meeting)
  • Engaged Capital @ TriMas Corporation (settlement reached for 1 board seat)
  • Engine Capital @ LoJack Corporation (settlement reached for 1 board seat)
  • Engine Capital @ StarTek Inc. (settlement reached for 1 board seat)
  • FrontFour Capital @ OM Group, Inc. (settlement reached for 2 board seats)
  • GAMCO @ Myers Industries, Inc. (successful election of 3 directors at annual meeting)
  • GAMCO @ The Pep Boys—Manny, Moe & Jack (understanding reached with Pep Boys for three new directors recommended by GAMCO to join the board)
  • GAMCO @ Superior Industries International, Inc. (unsuccessful in seeking 3 board seats at annual meeting)
  • GAMCO @ Telephone and Data Systems, Inc. (unsuccessful in seeking 2 board seats at annual meeting)
  • Glacier Peak Capital @ Volt Information Sciences (settlement reached for overhaul of board, including the addition of 2 Glacier Peak directors, and declassification of the board)
  • Ironsides Partners @ PIMCO Dynamic Credit Income Fund (unsuccessful in seeking 2 board seats at annual meeting)
  • JCP Investment @ Casella Waste Systems, Inc. (nominations delivered for 3 board seats)
  • JCP Investment @ Supertel Hospitality, Inc. (nominations for 2 board seats ultimately withdrawn)
  • JCP Investment @ Viad Corp (settlement reached for 1 board seat)
  • Lakewood Capital @ Select Income REIT (reached agreement following nomination for 1 board seat)
  • Leap Tide Capital @ diaDexus, Inc. (settlement reached for 1 board seat)
  • Legion Partners @ Perry Ellis International, Inc. (nominations for 3 board seats withdrawn after Perry Ellis voluntarily made changes to improve governance and board composition)
  • Lone Star Value @ Callon Petroleum (agreement reached for 1 board seat)
  • Lone Star Value @ Ciber, Inc. (nominations for 3 board seats withdrawn in connection with agreement)
  • Lone Star Value @ Novation Companies, Inc. (settlement reached for 2 board seats)
  • Maguire Asset Management/Francis Capital Management/Foxhill Opportunity Fund @ iPass Inc. (settlement reached for 3 board seats and 1 board observer)
  • Marathon Partners @ Shutterfly, Inc. (successful election of 2 out of three director nominees at annual meeting and overwhelming rejection of company’s executive compensation proposals)
  • Okumus Fund Management @ Web.com Group, Inc. (settlement reached for 2 board seats)
  • PW Partners @ Town Sports International Holdings, Inc. (settlement reached for 3 board seats)
  • Raging Capital @ A. M. Castle & Co. (settlement reached for 3 board seats)
  • Red Alder @ Noble Roman’s (settlement reached for 1 board seat)
  • Starboard @ Integrated Silicon Solution, Inc. (nominations delivered for 5 board seats; sale of company pending)
  • Starboard @ LSB Industries, Inc. (settlement reached for 3 board seats)
  • Starboard @ Staples, Inc. (settlement reached for 1 board seat)
  • Steel Excel/Lone Star Value @ Aviat Networks (settlement reached for 4 board seats)
  • Stilwell Partners (Joseph Stilwell) @ Harvard Illinois Bancorp, Inc. (nominations delivered for 1 board seat with an alternate nominee; company sold)
  • Vertex Capital @ Axcelis Technology (settlement reached for 2 board seats)
  • Vertex Capital @ Meru Networks, Inc. (settlement reached for 1 board seat)
  • Vertex Capital @ GSI Technology, Inc. (nominations delivered for 4 board seats)
2015 Alternative Campaigns:
  • H Partners @ Tempur Sealy International, Inc. H Partners @ Tempur Sealy International, Inc. (successful campaign seeking a “vote against” on certain directors; settlement reached for significant board and leadership changes)
2015 Canadian Campaigns:
  • Maglan Capital @ Madalena Energy (settlement reached for 1 board seat and the appointment of a new Chairman)
  • Engine Capital @ RDM Corporation (settlement reached for 1 board seat)
  • Mangrove Partners @ Atlantic Power Corporation (settlement reached for 1 board seat)

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