Activist Practice at Olshan Law

Activist Practice

Olshan's Activist Practice Group is widely recognized as the nation's premier practice in representing activist investors in contested director elections. The lawyers in the Group have been involved in seeking board representation at over 300 public companies, including some of the most high-profile activist situations over the past several years. The Activist Practice Group has 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.

There is No Substitute for Our Experience
Activist Practice Group leader Steve Wolosky has pioneered in the area of shareholder activism. The Activist Report, a monthly newsletter by 13D Monitor, recently described Steve in an article as "...a top choice of many hedge funds and activists..." Our team of attorneys has unmatched expertise in the areas of shareholder activism and contested proxy solicitations. Over the past 20 years, we have been involved in hundreds of activist situations. We draw from this wealth of experience to benefit every client in every type of activist situation imaginable.

We get involved early in evaluating a company's corporate governance profile and opportunities at the company for effecting change. We assist our clients in navigating the myriad of applicable securities laws and proxy rules. We draft and prepare Schedules 13D and Forms 13F. We are experts on advance notice bylaw provisions, Rule 14a-8 shareholder proposals, submitting "books and records" demands, letters to company management and boards of directors, and "poison pills" and other defensive measures.

Proxy Contests
The Activist Practice Group's dedicated team of attorneys focuses on developing a comprehensive proxy strategy tailored to a client's aims and objectives. Our representation goes well beyond just the legal nuts and bolts involved in a proxy contest. We work with clients as their strategic advisor and play a key role in crafting and implementing a strategic roadmap designed to maximize results in a contested proxy solicitation. We examine a company's organizational documents for its structural vulnerabilities and its corporate governance practices and operational performance issues to find additional vulnerabilities. We help frame the issues and shape the messaging to be delivered to a company's shareholders.

On the public relations side, we draft and prepare fight letters, press releases and investor presentation materials. We 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. We assist the proxy solicitor in helping to get the vote in. We work tirelessly to give our client every possible advantage in the contest.

Our track record for success speaks for itself. We have achieved board representation for our clients in over 90% of the situations in which our clients have nominated directors.

Advising on Activist Investments
Not all activist situations involve proxy contests and many involve working behind-the-scenes on a private basis with a company's board, management and advisors. From the most prolific of activist investors to the "occasional" or first-time activist investor, our team of uniquely skilled attorneys provides custom-tailored advice on all aspects of an activist investment.