Kenneth S. Mantel

Kenneth S. Mantel advises clients regarding investments in and engagement with public companies, including potential shareholder activist and M&A situations, and represents corporate clients in securities, transactional and general business matters.

Part of Olshan’s Activist & Equity Investment Practice Group, Ken advises investment funds and high-net-worth individuals regarding existing and potential investments in public companies, both inside and outside the U.S., including with respect to ownership and other legal disclosure requirements (e.g., Schedule 13D), private engagement with the board and management, public communications with shareholders and members of the investment community, proxy contests and M&A activity. Ken works with each client to determine available pathways and develop comprehensive strategies to achieve its investment goals, through private and/or public engagement with the company and its shareholders. His significant representations include private engagement, negotiated settlements for board representation and activist campaigns for Elliott Management and Starboard Value.

Ken regularly advises public companies on securities laws, SEC reporting and corporate governance. He also represents corporate clients across a broad spectrum of transactional and general business matters, ranging from M&A to equity and debt financings to key business partnerships and commercial contracts.

Ken has been named a New York “Rising Star” by Super Lawyers magazine each year since 2014.

Negotiated Board Representation and Proxy Contests

• Elliott Management
  
  • Nielsen Holdings plc (settlement reached for 1 board seat)
  • Twitter, Inc. (settlement reached for 1 board seat)
  • Evergy, Inc. (settlement reached for 2 board seats)
  • Peabody Energy Corporation (settlement reached for 3 board seats)
  • QEP Resources, Inc. (agreement to select two mutually agreeable directors)
  • Sempra Energy (agreement to appoint 2 mutually agreed independent directors)
  • Commvault Systems, Inc. (settlement reached for 2 board seats)
  • QEP Resources, Inc. (agreement to announce strategic initiatives and present board declassification proposal to stockholders)
  • Alexion Pharmaceuticals, Inc. (agreement to appoint a mutually agreeable director)
  • Arconic Inc. (settlement reached to nominate 3 directors at annual meeting; all 3 elected by shareholders)
  • CDK Global, Inc. (settlement reached for 2 independent directors identified by Elliott)
  • American Capital (entry into agreements to support acquisition by Ares Capital)

• Starboard Value
  • Forest City Realty Trust, Inc. (settlement reached for 5 board seats)
  • Cars.com Inc. (settlement reached for 3 board seats)
  • Tessera Technologies (settlement reached to nominate 6 directors at the Annual Meeting; all 6 elected by shareholders)
  • DSP Group (settlement reached to add 2 independent directors to board)
•  Daniel A. Ninivaggi (Protean Services LLC) @ Tenneco Inc. (settlement reached for 1 board seat)
• Broadfin Capital @ BioDelivery Sciences International, Inc. (agreements reached for 3 board seats and for equity financing led by Broadfin)
• City of London Investment Management Company @ China Fund, Inc. (agreement to search for new investment manager and form committee with City of London to resolve outstanding matters)
• Land & Buildings @ QTS Realty Trust Inc. (withhold campaign against 2 directors)
• Snow Park Capital @ Monogram Residential Trust, Inc. (settlement reached for an observer to the board)

Corporate Matters

Mergers & Acquisitions

• Represented Alleghany Corporation, a multinational holding company with a core position in property and casualty reinsurance and insurance, in a series of acquisitions of controlling interests in privately held companies.
• Represented Remark Holdings, Inc., a technology company, in a series of acquisitions in the digital media space.
• Represented Novation Companies, Inc. in its acquisition of a healthcare staffing company as part of its chapter 11 reorganization process.
• Represented Landry’s, Inc. in its in its acquisition of B.R. Guest Holdings
• Represented Ness Technologies, Inc., a global provider of information technology solutions and services, in its merger with an affiliate of a private equity investment fund.
• Represented New Century Equity Holdings Corp. in its acquisition of a fashion model management company and affiliated entities.

Financings

• Represented Alleghany Corporation in public offerings of senior notes and in equity and debt financings for portfolio companies.
• Represented Remark Holdings, Inc. in numerous equity and debt financings, including private placements, public offerings, equity lines and credit facilities.
• Represented GAMCO Investors in equity and debt self-tender offers.
• Represented CorMedix Inc., a pharmaceutical company focused on developing and commercializing therapeutic products for the treatment of cardiorenal disease, in its initial public offering.

Press Releases