 STEVE WOLOSKY
Partner / New York
Steve is an experienced corporate and securities lawyer whose practice includes expertise in proxy contests and in mergers and acquisitions. Steve is one of the leading lawyers in the country advising hedge funds on equity investments in public companies, including "activist" situations seeking representation on Boards of Directors of public companies.
Steve is involved in negotiating mergers and acquisitions of public companies and hostile takeovers. He has extensive experience representing public and private issuers of debt and equity securities, purchasers and sellers in mergers, stock and asset transactions, and investment funds in their formation, capital raising and investment transactions. Mr. Wolosky also has significant experience in the representation of investment banks in their role as underwriters in public offerings, placement agents in private placements and advisors in merger and acquisition transactions. His expertise also includes counseling corporate clients in corporate planning and structuring activities, corporate governance matters, contract negotiations, dealings with stock exchanges and public company compliance matters.
Steve has been selected as a Super Lawyer by the publisher of Law and Politics Magazine for 2006 and 2007.
RECENT REPRESENTATIVE MATTERS
Recent Proxy Contests and Negotiated Board Representation
• Ramius LLC:
- Datascope Corp. — Advised Ramius in a successful proxy contest against Datascope, resulting in one Ramius nominee being elected by shareholders to the Board.
- Federal Signal Corporation — Advised Ramius in connection with its potential election contest against Federal Signal and successfully negotiated a settlement agreement with Federal Signal pursuant to which Ramius chose a director to be appointed to the Board.
- A. Shulman, Inc. — Advised Ramius in a successful proxy contest against A. Shulman, resulting in two Ramius nominees being elected by shareholders to the Board.
- Kensey Nash Corporation — Advised Ramius in the successful negotiation of representation for Ramius on the Board.
- Luby's, Inc. — Advised Ramius in a proxy contest against Luby's.
• Steel Partners:
- Aderans Holdings Co. Ltd. — Advised Steel Partners Japan in the successful negotiation of a settlement agreement with Aderans following the defeat of the incumbent board's re-election. As a result of the settlement agreement, Aderans agreed to certain corporate governance matters and to nominate for election to Aderans' Board two candidates proposed by Steel Partners. This is the first time that a foreign investment fund has succeeded in having one of its own representatives join the board of a Japanese company following the ouster of existing management.
- Gencorp Inc. — Advised Steel Partners in connection with its election contest against Gencorp and successfully negotiated a settlement agreement with Gencorp resulting in the appointment of three Steel Partners nominees to the Board.
- EnPro Industries, Inc. — Advised Steel Partners in connection with its election contest against EnPro and successfully negotiated a settlement agreement with EnPro whereby one Steel Partners nominee will be appointed to the Board.
- Rowan Companies, Inc. — Advised Steel Partners in connection with its election contest against Rowan and successfully negotiated a settlement agreement with Rowan, pursuant to which the Company has committed to pursue appropriate means to monetize its LeTourneau subsidiary.
- Point Blank Solutions, Inc. — Advising Steel Partners in its successful proxy contest against Point Blank where it won majority Board representation.
• Crescendo Partners:
- Cott Corporation — Successfully negotiated Board representation for Crescendo Partners, resulting in the appointment to the Company's Board of four persons chosen by Crescendo Partners.
- Charming Shoppes, Inc. — Advised Crescendo Partners in connection with its election contest against Charming Shoppes and successfully negotiated a settlement agreement with Charming Shoppes resulting in the Company nominating two Crescendo Partners nominees for election to the Board and submitting for shareholder approval a proposal to declassify the Board.
- O'Charley's, Inc. — Advised Crescendo Partners in connection with its potential election contest against O'Charley's and successfully negotiated a settlement agreement with O'Charley's resulting in the appointment of three Crescendo Partners nominees to the Board and the Company's submission for shareholder approval of a proposal to declassify the Board.
- Mothers Work, Inc. — Successfully negotiated representation for Crescendo Partners on the Board.
• Advised Wattles Capital Management in a proxy contest for the removal of the entire Board of Circuit City Stores, Inc. and the election to the Board of five Wattles nominees. Successfully negotiated a settlement agreement with Circuit City, ending the proxy contest and resulting in the Company nominating three Wattles nominees for election to the Board.
• Western Investment:
- 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 Mustang Capital in the successful negotiation of representation for Mustang on the Board of O.I. Corporation, with the Company agreeing to nominate for election to the Board one Mustang nominee.
• Advised New World Opportunity Partners in the successful negotiation of representation for New World on the Board of Youbet.com, with the Company agreeing to nominate for election to the Board two New World nominees.
• Advised the Lion Fund in a successful proxy contest against Steak n Shake Company which resulted in two Lion Fund nominees being elected by shareholders to the Board.
• Advised Accipiter Capital Management in the successful negotiation of a settlement agreement with Rural/Metro Corporation resulting in two Accipiter nominees being nominated by the Company for election to the Board, with a third nominee to be mutually selected by Accipiter and the Company.
• Advised Jana Partners and S.A.C. Capital Advisors in connection with their joint efforts to urge TD Ameritrade Holding Corp. to explore a value-maximizing strategic combination.
• Advising Nanes Delorme in a proxy contest to elect three director nominees to the Board of VAALCO Energy, Inc.
Recent Merger & Acquisition Deals
- Represented dELiA*s, Inc., a direct marketing and retail company, in the $103 million sale of assets related to its CCS business to Foot Locker, Inc.
- Representing Health Systems Solutions Inc. in a merger agreement to acquire Emageon Inc., a medical imaging software maker, for $62 million in cash.
- Representing 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 $800 million.
- Represented NuCO2 Inc., the leading and only national provider of bulk CO2 products and services to the U.S. fountain beverage industry, in connection with the acquisition by Aurora Capital Group. The transaction was valued at approximately $487 million.
- 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.
- Representing Steel Partners Japan in its attempt to increase its ownership stake in Sapporo Holdings Ltd., including Steel Partners' negotiations with Sapporo's Board and navigation of Sapporo's anti-takeover measures. Also provided representation in tender offers to acquire 100% of three separate Japanese public companies: Bull-Dog Sauce Co., Ltd., Myojo Foods Co., Ltd., and Tenryu Saw Mfg. Co., Ltd.
- Represented Lone Star Steakhouse & Saloon, Inc., a restaurant chain based in Wichita, Kansas and the owners of the high-end Del Frisco Double Eagle Steakhouse restaurants, in connection with its acquisition by Lone Star Funds, in a transaction valued at $600 million.
LECTURES
Steve has frequently lectured on shareholder activism and mergers and acquisition matters.
BAR ADMISSIONS
1981, New York
1981, U.S. District Court, Southern and Eastern Districts of New York
1981, U.S. Court of International Trade
MEMBER
New York State Bar Association |
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Contact Information |
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Practice Areas |
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Proxy Contests
Corporate
Securities Regulation
Mergers & Acquisitions
Venture Capital |
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Education |
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J.D., Benjamin N. Cardozo School of Law, 1980
Member, Benjamin N. Cardozo School of Law Law Review, 1979-1980
B.A., Brooklyn College of the City University of New York, 1977 |
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My News |
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December 18, 2008
Olshan Obtains SED Board Seats for North & Webster
December 18, 2008
Wolosky Wins Further Concessions from O'Charley's
December 17, 2008
Wolosky Represents Shareholders Seeking Board Rep.
December 2, 2008
Ramius in Netherlands Antilles Proxy Contest
November 27, 2008
Wolosky and Berenblat Adaptec Deal in the Times
November 6, 2008
The Economist Reports on Steel Activism in Japan
November 5, 2008
Wolosky Leads CCS Sale for dELiA*s
October 13, 2008
Health Systems Solutions Acquires Emageon
October 8, 2008
Memo on Japanese Proxy Solicitations
September 23, 2008
Wolosky and Finerman Lead Activist Conference
September 11, 2008
Pharmacyclics Proxy Settlement
August 20, 2008
Steel Partners in Point Blank Solutions Proxy Victory
August 9, 2008
Steel Partners Exec Elected to Aderans Board
July 18, 2008
WSJ on Steel Partners Investing
July 14, 2008
Derivatives Week Publishes Wolosky, Silverman and Berenblat on Equity Swaps
July 14, 2008
WSJ on Western's Challenge to Cohen & Steers
July 8, 2008
Media Reports on Steel Partners' Letter to Sapporo
June 30, 2008
Aderans Board Seat for Steel Partners
June 16, 2008
Olshan Handles Landry's LBO
June 2, 2008
Nanes Delorme Proxy Settlement
May 29, 2008
NuCO2 Inc. Finalizes Merger
May 9, 2008
Crescendo Wins Charming Shoppes Board Seats
May 9, 2008
Washington Post Covers Circuit City Proxy Settlement
May 1, 2008
Wall Street Journal Covers Crescendo Victory
April 7, 2008
Wolosky's Activist Matters Highlighted in Wall Street Journal
April 3, 2008
Circuit City Battle Updated in Wall Street Journal
March 7, 2008
Lion Fund Wins Two Steak n Shake Board Seats
March 1, 2008
Circuit City Matter Covered in Post
January 30, 2008
NuCO2 Inc. Agrees to Merger with Aurora
January 23, 2008
Olshan Represents Ramius in Datascope and A. Schulman Elections
October 25, 2007
Baron's Reports on IKON Investment
October 25, 2007
Wolosky Obtains Kensey Nash Board Seat for Ramius
October 23, 2007
Wall Street Journal Highlights Ramius Proxy Contest for Luby's
September 24, 2007
Ten Olshan "Super Lawyers"
May 23, 2007
Reuters Reports on Steel Japan Deals
May 4, 2007
Financial Times Covers Steel Japan Deals
April 29, 2007
Times Reports on Investment by Western
August 18, 2006
Olshan Handles Lone Star $600 Million Sale
March 17, 2006
Olshan Wins Board Seat on KT&G
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My Articles and Lectures |
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October 21, 2008
Co-Author, Client Alert, SEC Issues Final Rule Requiring Institutional Investment Managers to File Forms SH Disclosing Daily Short Sales and Short Positions until August 1, 2009, October 2008
September 2008
Co-Author, Memorandum, A Brief Guide to Japanese Proxy Solicitations
September 2008, Moderator, "Activism in Asia — Timing and Objectives;" 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.
July 3, 2008
Co-Author, Client Alert, SEC Provides Guidance on Aggregate Reporting of Multiple Same-Day, Same-Way Open Market Transactions on Section 16 Filings, July 2008.
June 20, 2008
Co-Author, Client Alert, Use of Swaps By Hedge Funds May Accelerate Section 13(d) Filing Obligations Following U.S. District Court (S.D.N.Y.) Decision, June 2008. The Client Alert was quoted in the Business Section of the June 25th issue of The New York Post. Derivatives Week published an article by Steve on the same topic in its July 14 issue. |
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