 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 in the United States and worldwide. Mr. Wolosky represented clients who successfully obtained Board representation from foreigners for the first time in both Japan and South Korea.
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 repeatedly selected as a Super Lawyer by the publisher of Law and Politics Magazine since 2006.
RECENT REPRESENTATIVE MATTERS
Recent Proxy Contests and Negotiated Board Representation
• Ramius LLC:
- Tollgrade Communications, Inc. — Advised Ramius in a successful proxy contest against Tollgrade Communications resulting in three Ramius nominees being elected by shareholders to the Board.
- Agilysys, Inc. — Advised Ramius in a proxy contest seeking representation on the Board of Directors of Agilysys. Successfully negotiated a settlement agreement with Agilysys ending the proxy contest and resulting in the appointment of two Ramius nominees to the Board.
- Actel Corporation — Advised Ramius in a proxy contest seeking representation on the Board of Directors of Actel. Successfully negotiated a settlement agreement with Actel ending the proxy fight and resulting in the appointment of two Ramius nominees to the Board.
- Orthofix International N.V. — Advising Ramius in a proxy contest to replace four incumbent directors.
- 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.
• Steel Partners:
- Adaptec — Advising Steel Partners in connection with a consent solicitation to replace two incumbent directors.
- Rowan Companies, Inc. — Advised Steel Partners in connection with a settlement agreement with Rowan, pursuant to which Rowan agreed to nominate a Steel Partners designee to the Board.
- 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.
- 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.
• 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.
- DWS Global Commodities Stock Fund, Inc. — Advised Western Investment in a proxy contest against the Fund resulting in Western Investment's slate of director nominees receiving a majority of the votes cast at the Fund's 2008 Annual Meeting.
- Investment Grade Municipal Income Fund Inc. —Advised Western Investment in a successful proxy contest against the Fund at the Fund's 2009 Annual Meeting resulting in the approval of Western Investment's stockholder proposal that the Fund's Board not retain UBS Global AM and certain other entities as its investment manager.
- Advised Western Investment in successfully reaching an agreement with the Neuberger Berman closed end funds, including Neuberger Berman Dividend Advantage Fund Inc., Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman Income Opportunity Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman New York Intermediate Municipal Fund Inc., Neuberger Berman High Yield Strategies Fund and Neuberger Berman Real Estate Securities Income Fund Inc., ending the proxy contests and resulting in a series of semi-annual tender offers by the Funds at a price equal to 98% NAV.
• Advised Dialectic Capital Partners, LP in the successful negotiation of a settlement agreement with representation on the Board of Directors of California Micro Devices Corporation in the appointment of three nominees to the Board.
• Advised Foxhill Capital Partners, LLC in the successful negotiation of a settlement agreement with iPass Inc. resulting in the appointment of two Foxhill nominees to the Board.
• Advised Legacy Housing, LTD. in the successful negotiation of a settlement agreement with Cavalier Homes, Inc. resulting in the appointment of two Legacy Housing nominees to the Board.
• Advised Hallmark Financial Services, Inc. in the successful negotiation of a settlement agreement with Specialty Underwriters' Alliance, Inc. resulting in the appointment of one Hallmark nominee to the Board.
• Advised Lamassu Holding in the successful negotiation of a settlement agreement with Ditech Networks resulting in the appointment of two Lamassu nominees to the Board.
• Advised Kingstown Partners, L.P. in the successful proxy contest against Ambassadors International, Inc. resulting in two Kingstown nominees being elected by shareholders to the Board.
• Advised Nanes Balkany in the successful negotiation of a settlement agreement with Toreador Resources Corp. resulting in the appointment of two Nanes Balkany nominees to the Board and the termination of the company's poison pill.
• 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.
• Advising Nanes Delorme in a proxy contest to elect three director nominees to the Board of VAALCO Energy, Inc.
Recent Merger & Acquisition Deals
- Representing Tilman J. Fertitta, Chairman and Chief Executive Officer of Landry's Restaurants, Inc., in a proposed going private merger with Landry's.
- Representing the Special Committee of Independent Directors of Western Sizzlin Co. in a proposed merger with Steak n Shake.
- Represented New Century Equity Holdings Corp. in its acquisition of Wilhelmina International, Ltd. and its affiliated entities. Wilhelmina is today one of the largest and most successful model management companies in the world.
- 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.
- 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 Health Systems Solutions Inc. in a proposed merger to acquire Emageon Inc., a medical imaging software maker, for $61 million in cash.
- 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.
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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Mergers & Acquisitions
Proxy Contests
Corporate
Securities Regulation
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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January 29, 2010
Wolosky and Frome Speak at Activist Conference
January 22, 2010
Wolosky and Silverman Prepare for Sapporo Proxy Fight
December 30, 2009
Altman Group Publishes Wolosky and Finerman
December 22, 2009
Olshan’s Corporate Partners Lead GenCorp in Offering
December 17, 2009
Wolosky Represents Ramius in Settlement
November 11, 2009
Wolosky and Markovits Represent Youbet.com in Merger
November 9, 2009
Wolosky Leads Steel to Adaptec Proxy Victory
October 22, 2009
Wolosky and Markovits Lead Olshan Team in Merger
October 5, 2009
Sixteen Olshan Lawyers Selected by Super Lawyers®
July 31, 2009
Wolosky Leads SPAC in Bank Acquisition
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My Articles and Lectures |
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January 2010
Co-Author, Client Alert, SEC Approves Rules Requiring Enhanced Disclosure About Risk, Compensation and Corporate Governance, January 2010
January 2010
Moderator, "The Activist's Toolkit," The Activist Investor Conference 2010 sponsored by DealFlow Media
December 2009
Co-Author, "Developments in Proxy Contests and Corporate Governance," The Altman Group: Governance Compendium Series, December 2009
December 2009
Panelist, "Activists Are Knocking: Should Boards Open The Door?" as part of the seminar in New York: NASDAQ QMX: The High-Performance Director: Navigating 2010
August 2009
Co-Author, Client Alert, Weekly Reporting of Short Sale Activity on Form SH No Longer Required Temporary Rule Addressing Abusive "Naked" Short Selling Now Permanent, August 2009
July 2009
Co-Author, Client Alert, SEC Proposes Amendments to Proxy Disclosure and Solicitation Rules, July 2009
July 2009
Co-Author, Client Alert, Elimination of Broker Discretionary Voting in Director Elections, July 2009
May 2009
Co-Author, Client Alert, SEC Proposes New Shareholder Proxy Access Rules, May 2009
May 2009
Co-Author, Client Alert, Delaware Amends Its General Corporation Law, May 2009
March 2009
Panelist, "Shareholder Activism & Corporate Governance:" B. Riley & Co 10th Annual Institutional Investor Conference in Las Vegas, Nevada
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, February 2009
December 2008
Panelist, "Current Issues and Trends in Institutional Activism:" Bloomberg Activist Investing Seminar co-sponsored with The CLE Institute, New York County Lawyers' Association in New York, New York
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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