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Elizabeth R. Gonzalez-Sussman

Vice Chair, Shareholder Activism Practice Group
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Honors

  • Elizabeth was named as a “Leading Lawyer” in Corporate/M&A: Shareholder Activism by Chambers USA in 2021 and 2022.
  • Elizabeth has been recognized as a Tier 1 "Leading Lawyer" in The Legal 500 U.S. in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders since 2020 and previously was recognized as a "Recommended Lawyer" in the same category in 2019.
  • Elizabeth was named one of the top 13 attorneys in the shareholder activism space by Business Insider in 2022.
  • Elizabeth has been named to the New York Super Lawyers list, a Thomson Reuters lawyer rating service, for 2022
  • Elizabeth was named to the "Notable Diverse Leaders in Law" by Crain's New York Business in 2022.
  • Elizabeth was named to the "Notable Women in Law" by Crain's New York Business in 2019 and 2020.
  • Awarded Deal of the Year and Activist Campaign of the Year by The Deal for representation of George Feldenkreis in his nomination of directors and successful unsolicited acquisition of Perry Ellis.

Education

J.D., Columbia Law School, 2004

B.A, cum laude, New York University College of Arts and Science, 2001

Bar & Court Admissions

  • New York, 2005

As Vice Chair of Olshan's Activist & Equity Investment Practice, Elizabeth R. Gonzalez-Sussman has been ranked as one of the leading lawyers focused on shareholder activist situations. Elizabeth is also a partner in the firm’s Corporate/Securities Law Group and counsels clients in the areas of corporate governance, corporate and securities law and mergers and acquisitions.

Elizabeth represents and provides strategic guidance to hedge funds and other large investors in shareholder activist situations, including large stock accumulations, behind-the-scenes engagements, letter writing campaigns, exempt solicitations, submitting shareholder proposals, negotiating settlements, running proxy contests, undertaking hostile takeovers and other activist related M&A activity. Elizabeth also advises individual directors and management teams in board disputes at private and public companies. Recent representations have included negotiated settlements by various investor groups at Momentive Inc., Kohl’s Corporation, and Bed Bath & Beyond, a successful proxy campaign for control by an investor group at EQT Corporation, and the successful unsolicited acquisitions of Perry Ellis International, by its founder George Feldenkreis, and R.R. Donnelley & Sons, by Chatham Asset Management.

Elizabeth also assists both public and privately-held companies in mergers and acquisitions, capital raising transactions, tender and exchange offers, and general corporate and securities law matters, including SEC reporting and corporate governance.

Elizabeth has been recognized as a “Leading Lawyer” in Corporate/M&A: Shareholder Activism by Chambers USA in 2022 and 2021. Chambers noted that "Elizabeth is a very talented lawyer. She is an excellent negotiator who is great at narrowing down to key issues and giving extremely pragmatic advice." 

She also has been recognized as a Tier 1 "Leading Lawyer" in The Legal 500 U.S. in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders since 2020 and previously was recognized as a "Recommended Lawyer" in the same category in 2019 and named to the "Notable Women in Law " by Crain's New York Business in 2019 and 2020 and "Notable Diverse Leaders in Law" by Crain's New York Business in 2022. Elizabeth was profiled in Business Insider as one of the top go-to lawyers for activist investors.

Elizabeth served as Campaign Treasurer for Governor Kathy Hochul, New York State's first female Governor, resulting in her successful election in November 2022.

Prior to joining Olshan, Elizabeth practiced in the corporate finance group of O'Melveny & Myers LLP and in the corporate group of Paul, Hastings, Janofsky & Walker LLP.

Professional & Community Affiliations

Board of Directors of the Columbia Law School Association

Campaign Treasurer to Friends of Kathy Hochul

Recent Activist Matters
  • Legion Partners Asset Management
    • Represented Legion Partners in connection with its withhold campaign against two founders of Guess, one of whom has numerous sexual assault and harassment allegations against him.
    • Represented Legion Partners in connection with a cooperation agreement with Momentive Global, Inc., formerly known as SurveyMonkey, in which a Legion Partners' employee joined the board and its strategic committee and one incumbent director resigned.
    • Represented Legion Partners in connection with a cooperation agreement with OneSpan Inc. in which joined the board and three incumbent directors agreed to retire over the next year.
    • Represented a group led by Legion Partners in connection with their active engagement and nomination of a full slate of directors at Bed Bath & Beyond. Subsequently negotiated a settlement agreement in which four new independent directors identified by the investor group were added to the Board following the resignation of eight long-serving directors, including the two executive chairmen and CEO.
    • Represented Legion in other successful settlements at Landec, Vonage, NN, Inc., Edgewell Personal Care, NutriSystem, Genesco, SPS Commerce, The Chefs’ Warehouse, Banc of California, L.B. Foster Co, and RCM Technologies.
  • Indaba Capital Management
    • Represented Indaba in connection with a settlement agreement with Tabula Rasa Healthcare that included the appointment of three new directors and the resignation of senior management
    • Represented Indaba in connection with a settlement agreement with Benefitifocus to appoint an Indaba partner to the Board.
  • Macellum Advisors
    • Represented an investor group led by Macellum in connection with its nomination of directors at Kohl’s Corporation. Subsequently negotiated a settlement to add three new independent directors to the Board.
    • Represented Macellum in its 2017 activist campaign at Citi Trends, resulting in the election of Macellum nominee Jonathan Duskin to the Board. Subsequently represented Macellum and Mr. Duskin, who continues to serve on the Citi Trends Board, in the successful negotiation of a settlement agreement with Citi Trends, resulting in the agreement to nominate one new independent director recommended by Macellum Advisors at the 2019 annual meeting and search for a new independent director to replace two existing members on the Board.
  • Represented an investor group led by 325 Capital in connection with its nomination and subsequent settlement with TransAct Technologies for two board seats and certain governance reforms.
  • Ancora Advisors
    • Represented Ancora in its nomination and subsequent settlement with C.H. Robinson Worldwide, in which two directors were added to the Board and the Board formed a capital allocation and planning committee.
    • Represented an investor group led by Ancora in connection with their active engagement and nomination of a full slate of directors at Big Lots. Subsequently negotiated a settlement agreement in which three new independent directors were added to the Board.
  • Represented an investor group led by Hestia Capital in a successful campaign to win two Board seat at GameStop Corp., after representing the group in the prior year in a settlement that had added two independent directors to the Board.
  • Represented D.C. Capital in connection with its first-ever nomination of a director at Superior Industries, in which the company agreed to the appointment of the nominee to the Board without a standstill agreement.
  • Represented White Hat Capital Partners in its first-ever nomination of directors and subsequent settlement for one board seat at Spok Holdings with a limited standstill agreement.
  • Represented Cygnus Capital in its successful exempt solicitation against a proposed charter amendment at Ashford Hospitality Trust, Inc. that would have converted all outstanding preferred stock into common stock.
  • Represented Impactive Capital in connection with its engagement and settlement agreement with Avid Technology, which added a principal of Impactive Capital to the Board.
  • Represented a shareholder group led by Toby Rice (the Rice Team) in their activist campaign at EQT Corporation, the largest natural gas producer in the United States, resulting in the election of all seven of the Rice Team’s nominees and replacement of the CEO with Toby Rice. The proxy contest involved the use of a universal ballot, a first in the United States involving a control slate of directors, in which all of the company and dissident’s nominees appeared on their respective proxy cards.
  • VIEX Capital Advisors
    • Represented VIEX successful settlements at Arlo Technologies, Immersion Corporation, A10 Networks, ServiceSource, Maxwell Technologies, Baazarvoice, and Numerex Corp.
    • Represented VIEX in its proxy fight at YuMe, Inc., resulting in the election of two of VIEX’s nominees at the annual meeting.
  • GAMCO Asset Management
    • Represented GAMCO in connection with its engagement with CIRCOR International, in which one of its nominees was added to the Board.
    • Represented GAMCO in the successful negotiation of an agreement with Ingles Markets, Inc., whereby the Board agreed to nominate for election at the next annual meeting, an independent director recommended by GAMCO.
    • Represented GAMCO in its proxy contest against The E.W. Scripps Company.
    • Represented GAMCO in its proxy contest against Cincinnati Bell Inc.
  • Represented Gilead Capital in its activist campaign at Landauer, Inc. and subsequent negotiation of a settlement agreement resulting in the appointment of Jeffrey Strong to the Board and agreement to appoint a new mutually agreeable independent director.
Recent Mergers & Acquisitions
  • Represented Chatham Asset Management in its successful acquisition of R.R. Donnelley & Sons Company following its unsolicited bid to acquire the company.
  • Represented Quest Resource Holding Corporation in its asset purchase of Green Remedies Waste and Recycling Inc. and the related financing.
  • Represented Morgan Group Holding Co. in its acquisition of G.research from Associated Capital Group, Inc.
  • Represented George Feldenkreis, founder and former Executive Chairman of Perry Ellis International, Inc., in his $437 million acquisition of Perry Ellis.
Recent Corporate & Securities Work
  • Represented Contrarian Capital Management in connection with its third party tender offers for trust interests and partnership interests in Life Partners Liquidation Trust and Life Partners IRA Holder Partnership, LLC.
  • Represented The LGL Group in connection with distributing a warrant dividend to holders of its common stock.
  • Represented Quest Resource Holding Corporation in a registered direct offering of common stock to fund future acquisitions.
  • Represented GAMCO Investors in a modified Dutch auction tender offer for its common stock.   
  • Represented Contrarian Capital Management in connection with its hostile third party tender offer for trust interests in Woodbridge Liquidation Trust.
  • Represented The LGL Group in connection with its “at the market offering” of common stock.
  • Represented Associated Capital Group, Inc. in an exchange offer of its Class A Common Stock for shares of Class A Common Stock of GAMCO Investors, Inc. that Associated Capital Group beneficially owns.
  • Represented GAMCO Investors in filing a new shelf registration statement and resale registration statement. 
  • Acted as U.S. counsel to FirstService Corporation and Colliers International Group, Inc. in a spin-off transaction resulting in their separation into two independent, publicly traded companies.

Media Mentions/News

Speaking Engagements

Publications

Articles & Alerts

Press Releases

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