Lori Marks-Esterman

Practice Group Leader Lori Marks-Esterman is an experienced commercial litigator representing private and public companies in complex corporate disputes.

Lori is the chair of Olshan’s Litigation Practice Group, and is a seasoned trial attorney with 20 years of experience in litigating complex, commercial disputes.  Lori represents a wide-range of clients, including hedge funds and private equity companies, shareholder activists, real estate developers, and other private and publicly held companies.  She has significant experience in a broad array of corporate litigation matters, with an emphasis on shareholder and investor disputes, merger and acquisitions litigation, director and officer liability, and actions involving breaches of major and complex contracts. 

Lori also has significant real estate litigation expertise, and was quoted extensively in The Real Deal’s article entitled “The Judges Who Rule over Real Estate.”  She also has significant experience representing clients in business-tort cases and employment-related claims, including restrictive covenants, tortious interference with business, and unfair competition.

Lori routinely provides litigation guidance and counsel relating to the firm’s activist practice.  She has successfully handled multiple matters for shareholder activist clients enforcing investor rights, compelling inspections of books and records and contesting company actions in influential jurisdictions including Delaware Chancery Court and New York courts.  And, Lori was recently lead trial counsel for three highly sophisticated corporate matters that went to trial in the Court of Chancery of the State of Delaware. 

Lori serves as a fellow of Litigation Counsel of America, an invitation-only trial lawyer honorary society recognizing the excellence among American litigation and trial counsel. 

Professional & Community Affiliations

Litigation Counsel of America

New York City Bar Association

100 Women in Finance

• Successfully represented FrontFour Capital Group LLC and FrontFour Master Fund, Ltd. in a class action brought on behalf of the shareholders of Medley Capital Corporation (“MCC”) in an expedited trial in the Delaware Court of Chancery that concluded that the Board of MCC had breached their fiduciary duty in approving a merger transaction with MCC’s affiliates, Medley Management, Inc. and Sierra Income Corporation, in expedited proceedings, and enjoined the pending transaction.
• Successfully represented shareholder activist client Potomac Capital Partners II LP (“Potomac”) in defending claims in Delaware Court of Chancery which alleged that Potomac had aided and abetted alleged breaches of fiduciary duty by the directors of PLX Technology Inc. The Court of Chancery awarded judgment in Potomac’s favor, and the Supreme Court of Delaware affirmed.
• Represented private equity company Princeton Ventures II, LLC in a successful resolution of claims filed in the Delaware Court of Chancery relating to its $24 million preferred private equity investment in European Wax Center (“EWC”).
• Represented former shareholders of a Cayman public company who were exercising their statutory appraisal rights under Cayman Islands law in a going-private transaction valued in excess of $4 Billion. We filed three separation actions – in New York, California and Florida - pursuant 28 U.S.C. § 1782 seeking discovery for use in the underlying foreign appraisal proceeding. We were successful in each action, and obtained critical discovery from key targets for use in the appraisal proceeding.
• Represented Elliott Management Corporation in a successful resolution of a putative class action brought purportedly on behalf of the shareholders of American Capital, Ltd. to challenge the merger between American Capital (“ACAS”) and Ares Capital Corporation. Though the acquisition closed on January 3, 2017, with approval of 96% of approval of shareholders, Plaintiffs, in an effort to avoid the cleansing effect of the shareholder vote, alleged that Elliott, an activist shareholder who owns just 5.8% of the voting shares, is a controlling shareholder in ACAS.
• Represented real estate development client Bonjour Capital in successful resolution involving claims of breach of the parties’ Operating Agreement, fraud and breach of fiduciary duty, as well as claims for aiding and abetting fraud and attorney deceit in violation of Judiciary Law § 487 against the attorneys who facilitated the fraudulent transaction involving one-third ownership interest in a hotel enterprise.
• Represented an affiliate of Forest City Ratner in a trial in the Commercial Division of the State Supreme Court in Nassau County in recovering of a six-figure advance made to an electrical contractor, who later withdrew when the parties could not come to terms on a final contract. The Court awarded a judgment for virtually all of the amount advanced, including pre-judgment interest. The award provides protection for developers when wayward subcontractors do not return funds that are advanced.
• Represented IDX Capital LLC in a six-week jury trial in the Commercial Division State of the Supreme Court in New York County after which the jury awarded IDX, and two of its former principals, $8.25 million, including punitive damages, against two former business associates whose actions doomed a potential $25 million buyout of the firm by Knight Capital Group Inc.
• Obtained reversal from the First Department for a major restaurant franchisee on claims of apparent authority relating to the real estate owner’s operating agreement.
• Negotiated a multimillion-dollar settlement for a managing director terminated from a private equity firm.
• Represented an inter-dealer broker and its executive in massive business tort action involving computer hacking and corporate espionage.
• Prosecuted claims of fraud and breach of fiduciary duty on behalf of a real estate developer against the developer’s partners.
• Negotiated a favorable resolution for ground lessor stemming from lessee’s failure to maintain premises as first class boutique hotel.
• Achieved a favorable resolution through mediation of securities fraud claims in connection with a multimillion-dollar private placement investment.
• Successfully prosecuted breach of employment claims for a public company against its former CEO who maliciously disseminated confidential and attorney/client privileged information.
• Represented a minority owner of an apparel company in multimillion-dollar buyout seeking appraisal rights in which the client ultimately received a favorable settlement.
• Defended executive against claims of RICO violations, fraud, unfair competition, tortious interference, Federal Computer Fraud and Abuse Act violations in separate actions, and successfully obtained dismissal of all such claims.
• Represented a ground lessor in prosecuting claims against the ground lessee for violating the lease, and successfully negotiated resolution of those claims.
• Litigated claims on behalf of a sponsor in a dispute following a complex "cond-op" conversion, which resulted in successfully amending the Condominium Declaration and Proprietary Lease.
• Defended a real estate developer against claims of estoppel and fraud in connection with a restaurant project on Hudson Street, achieving successful settlement of all claims in advance of trial.
• Arbitrating an employment raiding case before the NASD between two large financial institutions.

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