 ADAM W. FINERMAN
Partner / New York
Adam Finerman is an experienced corporate and securities lawyer whose practice includes expertise in proxy contests and in mergers and acquisitions. Adam advises hedge funds and investment funds on equity investments in public companies including "activist" situations seeking representation on the Board of Directors of public companies.
During the past 10 years, Mr. Finerman has represented activists in numerous proxy contests in several states. Mr. Finerman is an adviser to hedge funds on strategies designed to allow them to obtain representation on the Boards of their portfolio companies and influence management to implement corporate governance reform without resorting to protracted proxy contests. He also has extensive experience representing publicly and privately held buyers and sellers in mergers, asset acquisitions and divestitures, and stock purchase transactions, as well as in public and private financing transactions. Adam counsels corporate clients on SEC reporting requirements, other public company obligations, and corporate governance practices and related matters.
Adam's practice also includes the representation of numerous public companies in their transactional and securities work as well as general corporate advice, hedge funds and other investment funds in their transactional work, and principals and shareholders in privately owned businesses.
REPRESENTATIVE MATTERS
• Western Investment:
- Advised Western Investment in successfully reaching an agreement with Tri-Continental Corporation, avoiding a proxy contest and resulting in an in-kind and a cash self-tender by the fund at 99.25% of net asset value for an aggregate of 47.5% of the outstanding shares,
- Advised Western Investment in its numerous investments in closed-end funds in an effort to cause management and the Board to take affirmative actions to reduce the discount to Net Asset Value of each of Cohen & Steers REIT & Utility Income Fund, Inc., Cohen & Steers Select Utility Fund, Inc. and John Hancock Tax-Advantaged Dividend Income Fund.
- Pioneer Municipal & Equity Income Trust — Advised Western Investment in a successful proxy contest against Pioneer resulting in the election of two Western Investment nominees to the Board.
- Advised Western Investment in successfully reaching an agreement with Neuberger Berman Realty Income Fund, Inc. and Neuberger Berman Real Estate Securities Income Fund, Inc., ending the proxy contests and resulting in the increase of monthly distributions to the Funds' shareholders and the eventual merger of the two Funds.
• Advised the largest Stockholder of Pharmacyclics, Inc. (NASDAQ:PCYC) in negotiations resulting in four out of six board members of the board being replaced with the Stockholder's designees, thereby avoiding a proxy contest.
• Advised Nanes Delorme in a proxy contest to elect three director nominees to the Board of VAALCO Energy, Inc. and successfully negotiated a settlement agreement with VAALCO resulting in the appointment of an independent director.
• Advised Polisair Capital LLP in a proxy contest to elect one director nominee to the Board of 1st Century Bancshares, Inc.
• Represent numerous hedge funds in proxy contests and stockholder activism with public companies.
• Recent Merger & Acquisition Deals
- Represent Tilman J. Fertitta, Chairman and Chief Executive Officer of Landry's Restaurants, Inc., in merger agreement with Landry's. The transaction is valued at approximately $1.3 billion.
- Represented Steel Partners in its unsolicited $100 million cash tender offer for Bairnco Corporation. After commencing a consent solicitation to remove the Company's Board, successfully negotiated a friendly merger transaction.
- Represented BNS Holding Corp. in connection with its acquisition of Collins Industries, in a transaction valued at approximately $134 million.
- Represent public company in a plan of divestiture entailing the sale of up to four of its divisions.
- Represented NYSE public company in its sale of a division for approximately $95,000,000.
- Represented investor group in the acquistion of assets and signing of Trademark License Agreement with Phat Fashions, LLC relating to the BABY PHAT clothing line. Represented the company in a subsequent recapitalization transaction.
• Represented several private companies, including a start-up fashion designer, in private financing transactions.
• Represented numerous borrowers in multimillion dollar credit facilities.
BAR ADMISSIONS
1992, New York
DIRECTORSHIPS
Footstar, Inc. (OTCBB:FTAR). Footstar manufactures and sells family footwear through licensed footwear departments and wholesale arrangements nationwide, including in Kmart and Rite Aid Stores.
MEMBER
Association of the Bar of the City of New York |
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Contact Information |
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Practice Areas |
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Proxy Contests
Mergers & Acquisitions
Securities Regulation
Corporate Finance
Corporate Governance |
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Education |
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J.D., University of Pennsylvania Law School, 1991
M.B.A, The Wharton School at the University of Pennsylvania, 1991
B.S.E, The Wharton School at the University of Pennsylvania, 1987 |
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My News |
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February 18, 2010
Biotechnology Value Fund’s Investments Highlighted
February 17, 2010
Finerman and Schlesinger Handle Collins Stock Sale
December 30, 2009
Altman Group Publishes Wolosky and Finerman
March 27, 2009
Finerman's Biotech Proxy Fight Covered in Times
September 23, 2008
Wolosky and Finerman Lead Activist Conference
September 11, 2008
Pharmacyclics Proxy Settlement
July 14, 2008
WSJ on Western's Challenge to Cohen & Steers
June 16, 2008
Olshan Handles Landry's LBO
June 2, 2008
Nanes Delorme Proxy Settlement
April 29, 2007
Times Reports on Investment by Western
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My Articles and Lectures |
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February 2010
Co-Author, Client Alert, SEC Releases Interpretive Guidance on Climate Change Disclosure, February 2010.
December 2009
Co-Author, "Developments in Proxy Contests and Corporate Governance," The Altman Group: Governance Compendium Series, December 2009.
November 2009
Co-Author, Client Alert, NASDAQ Amends Rules Regarding Advance Notice of Material Information, November 2009
July 2009
Co-Author, Client Alert, Elimination of Broker Discretionary Voting in Director Elections, July 2009
May 2009
Co-Author, Client Alert, Delaware Amends Its General Corporation Law, May 2009
February 2009
Co-Author, Client Alert, Hedge Fund Transparency Act Would Require Hedge Funds and Other Private Funds to Register with the SEC in Order to Remain Exempt from Regulation as Investment Companies
September 2008, Panelist, "Has Hedge Fund Activism Gone Too Far? The Case for Tough Love;" IMN's Second Annual Hedge Fund Activism and Shareholder Value Summit in Phoenix, Arizona.
September 29, 2008
Co-Author, Client Alert, Federal Reserve Issues Policy Statement Relaxing Longstanding Rules Regarding Minority Shareholder Investments in Banks — Permits a Minority Investor to Have a Single Representative on the Board of Directors of a Banking Organization, September 2008.
July 30, 2008
Co-Author, Client Alert, Delaware Supreme Court Determines Stockholder-Proposed Bylaw Relating to Proxy Expense Reimbursement to be Invalid, July 2008.
Executive Compensation: New Disclosure Obligations, Compensation and Benefits Management, Vol. 9, No. 4pp. 29 – 40, 1993. (co-author) |
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