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Elizabeth R. Gonzalez-Sussman

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Honors

  • 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 in 2020 and previously was recognized as a "Recommended Lawyer" in the same category in 2019.
  • Elizabeth was selected to the Notable Women in Law by Crain's New York Business in 2019 and 2020.
  • Elizabeth was named one of The Top Women Attorneys in the New York Metro Area by Super Lawyers.
  • Elizabeth was honored as a Leading Lady at the Third Annual Mann Charitable Foundation Event in May 2019.
  • 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.
  • From 2011 - 2019, Elizabeth was named to the New York Super Lawyers Rising Stars list, a Thomson Reuters lawyer rating service for lawyers under 40.

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 a member of Olshan's Corporate/Securities Law Group and Activist & Equity Investment Practice, Elizabeth R. Gonzalez-Sussman counsels clients in the areas of corporate and securities law, mergers and acquisitions, and shareholder activist situations.

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, proxy contests, hostile takeovers and other activist related M&A activity.  She also advises individual directors and management teams in board disputes at private and public companies.  Recent representations have included a negotiated settlement by an investor group led by Legion Partners at Bed Bath & Beyond, a negotiated settlement by an investor group led by Ancora Advisors at Big Lots, successful proxy campaigns by investor groups at EQT Corporation and GameStop Corp., and the successful unsolicited acquisition of Perry Ellis International by its founder George Feldenkreis. 

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 was recognized in 2020 by The Legal 500 as one of five "Leading Lawyers" in the United States in the area of shareholder activism - advice to shareholders and named to the Notable Women in Law by Crain's New York Business in 2019 and 2020.

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

Activist Matters
  • Represented Hestia Capital and Permit 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 Ancora Advisors and  Macellum Advisors 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 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 enagagement and settlement agreement with Avid Technology, which added a principal of Impactive Capital to the Board.
  • Represented a shareholder group led by Toby Rice, Derek Rice, Will Jordan and Kyle Derham (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.
  • Represented Legion Partners, Macellum Advisors and Ancora Advisors 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 George Feldenkreis, founder and former Executive Chairman of Perry Ellis International, Inc., in his nomination of directors and successful unsolicited $437 million acquisition of Perry Ellis.
  • Represented Macellum Advisors 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 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.   
  • Legion Partners Asset Management 
    • Represented Legion Partners in connection with a cooperation and support agreement to appoint one director to the Board at Landec Corp.
    • Represented Legion Partners in connection with a cooperation agreement and renewal agreement to appoint one director to the Board at Vonage.
    • Represented Legion Partners in connection with a cooperation agreement to appoint two directors to the Board at NN, Inc.
    • Represented Legion Partners in the successful negotiation of a cooperation agreement with Edgewell Personal Care, whereby the Board agreed to appoint two new independent directors, implement a director resignation policy in connection with its majority voting standard and evaluate whether it would be in the best interests of the Company to reincorporate in Delaware.
    • Represented Legion Partners in the successful negotiation of a cooperation agreement with NutriSystem, whereby the Board agreed to appoint two new independent directors and engage a leading global consultant firm.
    • Represented Legion Partners and 4010 Capital in the successful negotiation of a cooperation agreement with Genesco Inc., whereby the Board agreed to appoint two new independent directors, appoint the new independent directors to the Board’s Strategic Alternatives Committee and undertake an updated review of strategic alternatives.
    • Represented Legion Partners and Ancora Advisors in the successful negotiation of a settlement agreement with SPS Commerce, Inc., whereby the Board agreed to appoint three new independent directors and reduce the size of the Board by one at the next annual meeting.
    • Represented Legion Partners in the successful negotiation of a cooperation agreement with The Chefs’ Warehouse, Inc., whereby the Board agreed to appoint two new independent directors and reduce the size of the Board by one at the next two subsequent annual meetings.
    • Represented Legion Partners and California State Teachers’ Retirement System (CalSTRS) in the successful negotiation of a cooperation agreement with Banc of California, Inc., whereby the Board agreed to conduct a search, in consultation with Legion Partners, for two additional independent directors.
    • Represented Legion Partners in the successful negotiation of a settlement agreement with L.B. Foster Co, resulting in one Board seat.
    • Represented Legion Partners and CalSTRS in its nomination of directors at Perry Ellis, which was withdraw after the Board implemented significant corporate governance changes.
    • Represented a stockholder group led by Legion Partners in a proxy contest for representation on the Board of Directors of RCM Technologies, resulting in the election of two Legion nominees. Subsequently negotiated a settlement agreement with RCM relating to future annual meetings and certain corporate governance matters.
  • VIEX Capital Advisors
    • Represented VIEX in the successful negotiation of a cooperation agreement with Arlo Technologies, whereby the Board agreed to nominate one new independent director recommended by VIEX, reduce its director compensation fees and announce a strategic review process. 
    • Represented VIEX in the successful negotiation of a cooperation agreement with Immersion Corporation, whereby the Board agreed to nominate one new independent director to the Board.
    • Represented VIEX in the successful negotiation of a settlement agreement with A10 Networks, resulting in the appointment of an independent director recommended by VIEX and the company’s agreement to submit for stockholder approval a proposal to declassify the Board at the next annual meeting.
    • Represented VIEX in the successful negotiation of an agreement with ServiceSource International in which the Board agreed to submit to a stockholder vote a declassification proposal.
    • Represented VIEX in the successful negotiation of an agreement with Maxwell Technologies, resulting in the appointment of an independent director recommended by VIEX.
    • Represented VIEX in the successful negotiation of an agreement with Baazarvoice, in which the Board agreed to submit to a stockholder vote a declassification proposal and elect a new independent director recommended by VIEX.
    • Represented VIEX in the successful negotiation of a cooperation agreement with Immersion Corporation, whereby the Board agreed to nominate an independent director recommended by VIEX and submit to a stockholder vote a binding proposal to declassify the Board.
    • Represented VIEX in the successful negotiation of a settlement agreement with Numerex Corp, resulting in the appointment of a VIEX nominee and one additional independent director to the Board.
    • Represented VIEX in its activist campaign at YuMe, Inc., resulting in the election of two of VIEX’s nominees.
  • 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 Braeside Investments, LLC in its first Schedule 13D filing and subsequent negotiation of a nomination agreement with Spōk Holdings, Inc., providing for a principal of Braeside to be nominated by the Board for election at the next two annual meetings. 
  • Represented Levin Capital in the successful negotiation of a settlement agreement with New Senior Investment Group Inc., resulting in one Board seat.
  • Represented Glacier Peak Capital in its nomination of directors to the Board of Directors of Volt Information Sciences Inc. and subsequent negotiation of a settlement agreement resulting in two Glacier Peak nominees to the Board.
  • Potomac Capital Partners
    • Represented Potomac in the successful negotiation of a nomination and standstill agreement with Meru Networks, resulting in the appointment of two Potomac nominees to the Board.
    • Represented Potomac in a proxy contest for representation on the Board of Directors of PLX Technology, resulting in the election of three Potomac nominees.
    • Represented Potomac in a proxy contest for representation on the Board of Directors of Sigma Designs, resulting in the appointment of two out of five Board seats and a mutually agreeable fifth director through a settlement agreement.
  • Represented Cadian Capital Management in a proxy contest and the successful negotiation of a settlement agreement with Comverse Technology (CMVT), resulting in the appointment of three Cadian nominees to the Board of Directors of CMVT's majority-owned subsidiary, Verint Systems Inc., and the appointment of three Cadian nominees to the Board of Directors of CMVT's wholly-owned subsidiary, Comverse, Inc., immediately prior to its planned spin-off.
  • Represented Nanes Balkany in a proxy contest and 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.
  • Represented Foxhill Capital Partners in a proxy contest and the successful negotiation of a settlement agreement with iPass Inc., resulting in the appointment of two Foxhill nominees to the Board.
  • Represented Legacy Housing in a proxy contest and the successful negotiation of a settlement agreement with Cavalier Homes, resulting in the appointment of two Legacy nominees to the Board.
Mergers & Acquisitions
  • 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.
  • Acted as M&A and securities counsel to EMRISE Corporation in the sale of substantially all of its assets and dissolution. 
  • Acted as M&A and corporate finance counsel to Steel Energy Ltd. in its acquisition of Black Hawk Energy Services, Inc., a work over and completion rig company, and the related financing.
  • Represented Landry's, Inc. in the acquisition of McCormick & Schmick's Seafood Restaurants through a tender offer and merger.
  • Represented Landry's, Inc. in the acquisition of Beso LLC, a Las Vegas steakhouse whose primary investor is Eva Longoria, in a Section 363 asset sale.
  • Represented ADPT Corporation in the sale of assets to PMC-Sierra, Inc.
  • Represented BNS Holdings, Inc. in the acquisition of assets of Sun Well Services, Inc. and the subsequent transfer of such assets to Steel Energy.
  • Represented a SPAC in the proposed acquisition of Frontier Bank with locations in Washington and Oregon.
  • Represented Xinhua Finance Ltd., a global media company, in a series of transactions to sell substantially all of its U.S. assets, including Market News International.
  • Represented a competing bidder in a bankruptcy auction for the sale of substantially all of the assets of Palm Harbor Homes, a builder of manufactured homes.
  • Represented DIP lender and purchaser of assets in Retail Pro, Inc.
 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.
  • Represented Steel Partners Holding LP in a modified Dutch auction tender offer for its common units.
  • Acted as securities counsel to Quinpario Acquisition Corp. in connection with its agreement to acquire Jason Incorporated from a group of investors for a purchase price of $538.65 million.
  • Represented FalconStor Software in a private placement of newly created preferred stock with Hale Capital Partners, LP.
  • Represented Steel Energy, Ltd. in connection with an $80 million senior secured credit facility with Wells Fargo Bank, that was subsequently upsized by an additional $25 million.
  • Represented GAMCO Investors in its reincorporation into Delaware.
  • Represented GAMCO Investors in a modified Dutch auction tender offer for its 0% Subordinated Debentures due 2015 and Class A common stock.
  • Represented CIBL, Inc. in a private placement and third party tender offer of ICTC Group.
  • Represented a venture capital firm in the financing of several privately held companies.
  • Represented a restaurant group in various cooperation and service agreements.
  • Represented GenCorp in the issuance of $200 million in convertible debt to qualified institutional investors.

Media Mentions/News

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