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Activist & Equity Investment Practice

More than 500 Activist Campaigns since 2005  
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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.

Click here to view our most recent webinar:

Shareholder Activism: Investing in a Stronger Corporate America

Recent Settlements for Board Representation:
  • Barington Capital @ AVON Products Inc. (agreement to approve the appointment of an independent director)
  • Biotechnology Value Fund @ Oncothyreon Inc. (settlement reached for 1 board seat and a  mutual designee)
  • BLR Partners @ Newcastle Investment Corp. (settlement reached for 1 board seat)
  • Bradley Radoff, Joshua Schechter and Oliver Press Investors, LLC @ Altisource Residential Corporation (settlement reached to add 2 new independent directors and purchase an additional $65 million of common stock)
  • Central Square @ PICO Holdings, Inc. (settlement reached for 2 board seats)
  • Cove Street @ Forestar Group, Inc. (settlement reached for 1 board seat)
  • Elliott Management @ Alcoa, Inc. (settlement reached to expand board by 3 members)
  • Elliott Management @ CDK Global, Inc. (settlement reached for 2 independent directors identified by Elliott)

  • Engaged Capital @ Benchmark Electronics Inc. (successful proxy contest for 2 board seats)
  • Engaged Capital @ HeartWare International, Inc. (settlement reached to appoint 1 new director and terminate its proposed acquisition of Valtech Cardio)
  • Engaged Capital @ MagnaChip Semiconductor Corp. (settlement reached for 2 board seats)
  • Engaged Capital @ Outerwall Inc. (settlement reached for 1 board seat and the addition of two board members at a later date)
  • Engine Capital @ MYR Group Inc. (settlement reached for 2 board seats)
  • Engine Capital @ Sparton Corporation (settlement reached for 2 board seats)
  • FrontFour Capital @ Innophos Holdings, Inc. (settlement reached for 2 board seats)
  • GAMCO @ Myers Industries Inc. (settlement reached for 1 board seat)
  • Harvest Capital @ Green Dot Corporation (successful proxy contest for 2 board seats)
  • Iroquois Capital @ LRAD Corporation (settlement reached for 2 board seats and resignation of CEO)
  • Iroquois Capital @ Neurotrope, Inc. (settlement reached for 2 board seats and resignation of CEO and two board members)

  • Iroquois Capital @ WPCS International Inc. (settlement reached for 1 board seat)
  • JCP Investment @ CST Brands, Inc. (settlement reached for 1 board seat and initiate a strategic alternatives review)
  • Land & Buildings @ FelCor Lodging Trust (settlement reached for 2 board seats)
  • Lawrence Seidman @ ASB Bancorp, Inc. (settlement reached for 2 board seats)
  • Legion Partners @ L.B. Foster Co. (settlement reached for 1 board seat)
  • Levin Capital @ New Senior Investment Group Inc. (settlement reached for 1 board seat)
  • Lion Point @ ALLY Financial Inc. (agreement reached to consult in the appointment of 1 director)
  • Lone Star Value @ Callon Petroleum Company (settlement reached for 1 board seat)
  • Lone Star Value @ Edgewater Technology, Inc. (settlement reached for expansion of board and 2 seats)
  • Lone Star Value @ Harris & Harris Group (settlement reached for 1 board seat)
  • Lone Star Value @ Rentech, Inc. (settlement reached for 1 board seat)
  • 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)
  • Moab Capital @ Perceptron, Inc. (entered into voting agreement after 3 new directors appointed)
  • Nokomis Capital @ Telenav, Inc. (settlement reached for 1 board seat)
  • Okumus Fund Management @ Ascent Capital Group, Inc. (settlement reached for 1 board seat)
  • Potrero Capital @ Datawatch Corporation (successful withhold campaign and settlement reached for 1 board seat)
  • Raging Capital @ A. M. Castle & Co. (settlement reached for 1 board seat)
  • Raging Capital @ Intermolecular, Inc. (settlement reached for 1 board seat)
  • RiverNorth Capital @ Fifth Street Finance Corp. (agreement reached for purchase of RiverNorth’s shares)
  • Sagard @ Performance Sports Group Ltd. (settlement reached for 1 board seat)
  • SailingStone @ Range Resources Corporation (settlement reached for 1 board member and certain incentive compensation changes)

  • Snow Park Capital @ Monogram Residential Trust, Inc. (settlement reached for an observer to the board)
  • Starboard @ Advance Auto Parts (settlement reached for Starboard CEO Jeff Smith to join the Board and Starboard to designate 2 additional directors)
  • Starboard @ The Brink’s Company (settlement reached for 3 board seats and for CEO to step down and retire)
  • Starboard @ Insperity, Inc. (settlement reached for 1 board seat and an additional independent director to be added)
  • Starboard @ Marvell Technology Group Ltd. (settlement reached for 3 board seats and an additional independent director to be added at a later date)
  • Starboard @ Yahoo! Inc. (settlement reached for 4 board seats)
  • Stilwell Group @ Anchor Bancorp (settlement reached for 1 board seat)

  • TCS Capital @ Angie's List, Inc. (settlement reached for 3 board seats)
  • Viex @ Maxwell Technologies, Inc. (agreement reached for the appointment of 1 independent director and to bring a declassification proposal to the 2016 annual meeting)
  • Viex @ Numerex Corp. (settlement reached for 2 board seats)
  • Viex @ Support.com Inc (successful proxy contest for 5 board seats)
  • Viex @YuMe, Inc. (successful proxy contest for 2 board seats)
  • William J. Pulte @ PulteGroup, Inc. (settlement reached for 1 board seat)

Recent Alternative Campaigns:
  • Elliott Management @ American Capital, Ltd. (engaged in the strategic review process in which Ares Capital acquired American Capital in a transaction valued at $3.4 billion)
  • Elliott Management @ Qlik Technologies Inc. (engaged in the strategic review process in which Thoma Bravo acquired Qlik in a transaction valued at $3 billion)
  • Engaged Capital @ HeartWare International, Inc. (settlement reached to appoint 1 new director and terminate its proposed acquisition of Valtech Cardio)
  • Karpus Management @ The New Ireland Fund, Inc. (settlement reached for a potential modified Dutch auction of up to 25% of the outstanding shares)
  • Karpus @ The Zweig Total Return Fund, Inc. & Zweig Fund, Inc. (settlement reached for 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)
  • Potrero Capital @ Datawatch Corporation (successful withhold campaign and settlement reached for 1 board seat)
Ongoing Activist Campaigns:
  • Almitas Capital @ ZAIS Financial Corp. (campaign to withhold proxies at upcoming special meeting)
  • Dialectic Capital @ Covisint Corporation (seeking election of 5 directors)
  • Foundation Asset Management @ Stewart Information Services Corp. (campaign to call a special meeting and replace 2 directors)

  • FrontFour Capital @ Ferro Corporation (recommending Board pursue strategic alternatives)
  • Land & Buildings @ Boyd Gaming Corp. (engaging in discussion to optimize corporate structure)
  • Land & Buildings @ NorthStar Asset Management (seeking election of 6 director candidates)
  • Lone Star Value @ Dakota Plains Holdings Inc. (seeking election of 5 directors)
  • Maglan Capital @ FairPoint Communications, Inc. (discussing opportunities to increase shareholder value)
  • Mangrove Partners @ Asta Funding, Inc. (seeking changes on capital structure and Board composition)
  • Meson Capital @ diaDexus, Inc. (seeking election of 3 director candidates)
  • Nokomis Capital @ Vishay Precision Group, Inc. (engaging in discussion to seek opportunities to increase shareholder value)
  • Raging Capital @ TheStreet, Inc. (proposed director candidate for board review)
  • Starboard @ DepoMed, Inc. (special meeting campaign to remove and replace the current board)
  • Stilwell Value @ Central Federal Bancshares, Inc. (engaging in discussion to pay dividends to shareholders and repurchase shares of outstanding common stock)
  • Viex @ EMCORE Corporation (seeking shareholder representation on the Board)
  • Western Investment @ Advent/Claymore Enhanced Growth & Income Fund (campaign to declassify board)
  • Western Investment @ Deutsche Multi-Market Income Trust & Deutsche Strategic Income Trust (seeking election of 4 directors and propose to declassify board)
  • Wolverine @ Barfresh Food Group Inc. (suggested directors for 2 board seats)
  • Wolverine @ Viggle, Inc. n/k/a Function(x) Inc. (discussing opportunities to increase shareholder value)
Recent Canadian Campaigns:
  • Columbia Pacific @ TeraGo Inc. (seeking Board reconstitution)

  • Engine Capital @ RDM Corporation (settlement reached for 1 board seat)
  • Maglan Capital @ Madalena Energy (settlement reached for 1 board seat and the appointment of a new Chairman)
  • Mangrove Partners @ Atlantic Power Corporation (settlement reached for 1 board seat)

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