Lori Marks-Esterman

Hedge funds, private equity companies, shareholder activists and other public and private entities entrust their most challenging litigation matters to Lori. She litigates and has secured critical wins in multibillion-dollar litigation matters in influential jurisdictions in securities-related litigation, M&A disputes and cases involving corporate governance, shareholder activism, breach of fiduciary duty, D&O liability and breach of complex, commercial agreements.

Lori also advises investors, stockholders and directors on the full range of governance issues, including fiduciary duties, conflicts of interest, board and committee structure, shareholder and director rights and duties, proxy contests and compliance with governance best practices.

Lori’s sharp litigation skills, coupled with her corporate governance expertise, allow her to assess risk, define strategy and devise business solutions that deliver results. Investors in private and public companies routinely rely on Lori in high-profile contentious activist matters. She has served as lead trial counsel in several highly sophisticated matters tried in the Delaware Court of Chancery and New York courts.

Lori also has significant experience in cross-border matters, utilizing Section 1782 cases to obtain critical evidence in the U.S. for use in foreign litigation. Working closely with foreign co-counsel, Lori develops case and discovery strategies for foreign disputes. Among these, she represented IsZo Capital LP in the Southern District of New York in a $170 million private placement dispute that culminated in what various media called “an epic” victory. She also recently secured a multibillion-dollar precedent-setting win on a Section 1782 application that sought discovery from multiple corporate respondents in a $2.7 billion merger. Lori has been instrumental in obtaining precedent-setting wins, and her consistent success in these matters has helped increase the potency of Section 1782 as a tool in litigation involving international business transactions.

A fierce, persistent and zealous advocate, Lori evaluates the pros and cons of the client’s position and then leverages the pressure points through the various stages of litigation to routinely deliver successful results. With a clear understanding of the problems and her clients’ goals in mind, she plots a strategic course focused on the finish line. Chambers commented that “Lori is an excellent litigator. She assesses a situation and develops a realistic and appropriate legal strategy.”

Lori is a frequent speaker at conferences and panels focused on shareholder activism and corporate governance matters and has guest lectured at classes at the University of Pennsylvania Law School and has been a speaker at the Annual Tulane Corporate Law Institute. Lori is also a fellow of the prestigious Litigation Counsel of America, an invitation-only trial lawyers’ honorary society recognizing excellence among American litigation and trial counsel, and a Fellow of the American Bar Foundation (ABF), a prestigious honor awarded only to a select few by invitation. She is a member of Olshan’s Executive Committee, Women’s Committee and Diversity & Inclusion Committee.

Some of Lori’s notable representations include serving as lead trial counsel for:

• Filed putative class actions in the Delaware Court of Chancery on behalf of stockholders of The AES Corporation and Owens Corning challenging bylaw amendments adopted by each company’s current and former directors that impose so-called weaponized advance notice requirements. The complaints allege that, advised by the same outside counsel, the boards breached their fiduciary duties by adopting onerous advance notice bylaws designed to deter or impede future proxy contests in response to the Universal Proxy Rule and to mount a more effective defense to activism, thereby triggering enhanced scrutiny under Delaware law. The challenged provisions include expansive acting-in-concert definitions and wolfpack and daisy chain concepts, vague and ambiguous disclosure requirements, and sweeping obligations that compel nominating stockholders to disclose extensive information, including commercially sensitive arrangements, while permitting the companies to reject nominations outright for perceived deficiencies. In April 2025, the Court of Chancery dismissed the actions as unripe because the named plaintiffs were not themselves seeking to nominate directors. Olshan has appealed to the Delaware Supreme Court, arguing that the improper bylaws inflict present harm by deterring stockholder engagement and seeking a precedential ruling on when challenges to advance notice bylaws are ripe for judicial review.
• Secured a precedent-setting Preliminary Injunction Order from the Supreme Court of Bermuda on behalf of Paul Kazarian, a director of ASA Gold and Precious Metals Ltd, a Bermuda registered closed end precious metals fund. After Saba Capital Management, L.P., ASA’s largest shareholder, nominated a competing slate for the 2024 annual general meeting, the incumbent board adopted a limited duration shareholder rights plan and, on the eve of the meeting, formed Litigation and Rights Plan Committees with sweeping authority that excluded newly elected directors from core board functions, resulting in a deadlocked board following the election of two Saba nominees including Kazarian. In the months that followed, the legacy directors repeatedly extended the poison pill and used the Litigation Committee to advance their own slate for the 2025 annual general meeting while opposing a shareholder requisition to convene a special meeting to add a fifth director to break the deadlock. Partnering with Bermuda counsel, Olshan filed suit and obtained a broad temporary restraining order barring the legacy directors from acting unilaterally, excluding Kazarian from board deliberations, or interfering with the special meeting, and after a three-day evidentiary hearing, the Court converted that relief into a full preliminary injunction. The special meeting proceeded, shareholders overwhelmingly approved expanding the board and electing an independent fifth director, and the legacy directors soon resigned, leaving a fully independent board, in a landmark ruling affirming that Bermuda courts will robustly protect fundamental corporate governance rights.
• Brought three highly expedited actions in the Delaware Court of Chancery on behalf of stockholders of Ionic Digital, Inc., a bitcoin mining company formed out of the bankruptcy of Celsius Network, LLC, whose equity was distributed to approximately 80,000 creditors. After Ionic failed to complete a contemplated IPO and amended its bylaws to preclude trading leaving stockholders with illiquid shares, Olshan’s clients sought to effect a board change. When the Company refused to produce a stockholder list and reduced the number of board seats up for election on the eve of a proxy contest, Olshan filed actions under 8 Del. C. §§ 211 and 220 to compel application of the statutory quorum and production of the stockholder list, and a third action challenging the board’s reduction of seats as improper entrenchment and a breach of fiduciary duty. Following expedited proceedings, the Court ordered immediate production of the stockholder list and entry of the statutory quorum. After a two-day trial, the Court issued a landmark decision in Vejseli v. Duffy,  holding that the board had presented overwhelming evidence of fiduciary breach by eliminating a contested seat with a proxy fight looming, ordering the rare remedy of reopening the director nomination window for all stockholders, relief not granted in decades. The litigation culminated in a settlement providing for the appointment of two plaintiff designated directors to the board, payment of plaintiffs’ legal fees, and the Company’s first annual meeting following its formation. 
• Served as co-lead counsel for amici curiae on behalf of Plaintiff Below Appellees in the landmark appeal in Moelis v. West Palm Beach Firefighters’ Pension Fund before the Delaware Supreme Court, addressing the scope of Delaware ripeness doctrine. In the court below, the Delaware Court of Chancery rejected on summary judgment claims by Moelis & Company that stockholders had waited too long to challenge a stockholder agreement granting board level powers to founder and CEO Ken Moelis and affiliated entities. Although the company did not argue on appeal that the claims were unripe, a separate amicus brief filed in support of defendants urged the Court to adopt sweeping standards that would expand and curtail the Court of Chancery’s ability to review defensive measures and significantly narrow Delaware ripeness doctrine. Representing fourteen law professors, Olshan submitted an amicus brief opposing that effort and arguing that appellants’ amici were effectively seeking an advisory opinion that would radically redefine ripeness and prevent the Court of Chancery from fulfilling its historic role in interpreting and enforcing the DGCL where alleged harm threatens to deter stockholders from exercising fundamental rights such as voting. The appeal drew significant attention, including coverage by Law360, as Delaware corporate law continued to evolve following the enactment of SB 21 and amid close scrutiny over whether the Supreme Court would use its prudential powers to restrict access to the courts for stockholders. 
• Brought an action in Delaware Court of Chancery against primary health care provider Cano Health, Inc. whose stock price plummeted by 92% in the years following its IPO. In 2023, Olshan clients Elliot Cooperstone and Lewis Gold (together with Barry Sternlicht, plaintiffs), former directors of Cano and 35% shareholders, filed a complaint and motion for expedited proceedings against the company and its board in the Delaware Court of Chancery, seeking an injunction to reopen the company’s window for director nominations and shareholder proposals due to material events that occurred and material information that came to light after the nomination window closed. A withhold campaign was launched in tandem with the litigation. Plaintiffs alleged the company and its affiliates had engaged in a series of conflicted transactions with the CEO and members of his immediate family and that after the nomination window closed, the balance of the board formed a special committee intentionally designed to usurp the power of the full board, which precipitated Plaintiffs’ campaign. After securing a motion to expedite, Olshan’s team completed discovery in less than three weeks, including seven depositions. The parties submitted approximately 250 exhibits in advance of the hearing. Although the court denied Plaintiffs’ motion, finding that under Delaware law, the alleged conduct did not constitute “fundamental changes in the operation and management” of the company, the combined efforts of the litigation and withhold campaign were successful. At the annual meeting, over 80% of shareholders voting withheld votes from the company’s nominees for re-election. Further, the conflicted CEO was forced to step down effective immediately.
• Olshan client Strategic Investment Opportunities LLC (SIO) brought two proceedings in the Delaware Court of Chancery in its effort to nominate a slate of directors at the annual meeting of Lee Enterprises, Inc. (Lee). In the first litigation, SIO alleged breach of fiduciary duty against the Lee board and sought expedited injunctive relief. In less than a week, after Olshan completed expedited discovery, seven depositions, expert reports, and pre-trial briefs, the trial was held. The court found for the defendants, finding that SIO had not complied with Lee’s advance notice bylaws. Although SIO did not prevail on its claim, the case is important because it clarifies the standard of review applicable to a board’s conduct in a contested election. In the second litigation (Lee II), SIO challenged Lee and the board’s use of the plurality voting standard at the upcoming annual meeting election, alleging the nominations were invalid, a position the court upheld. Thereafter, following briefing and oral argument, the court denied SIO’s motion to expedite and for a temporary restraining order, holding that SIO could pursue its claims following the annual meeting. The court reasoned that SIO had stated colorable claims that the application of a plurality voting standard where only incumbents were running was inconsistent with the bylaws but did not grant the relief sought in view of the imminent meeting date. To our knowledge, Lee II is the first time the court has interpreted a bylaw requiring a majority voting standard in an uncontested election.
• Successfully represented Kingstown Partners Master Ltd. (Kingstown) in an §1782 application to the Southern District of New York seeking discovery from multiple corporate respondents to support a Cayman Islands appraisal proceeding in connection with a $2.7 billion merger. Kingstown and other dissenting shareholders alleged multiple conflicts of interest In re Kingstown Partners Master Ltd., No. 21-MC-691-LTS (S.D.N.Y. April 8, 2022). The 1872 application was necessary because Cayman courts lack jurisdiction to order discovery from foreign-domiciled third parties in appraisal proceedings. The court (Hon. L. Swain) rejected the respondents arguments that Kingstown was seeking to circumvent foreign restrictions on evidence and that the discovery requests were unduly broad and irrelevant to the fair value determination and found in our client’s favor, granting all written discovery Kingston sought. This decision has important precedential value given the increasing frequency of litigation over international business transactions, and the increasing potency of § 1782 as a tool for litigants.

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Honors & Recognitions

• Named a “Leading Lawyer” in Litigation: General Commercial by Chambers USA, 2021 – 2026
• Fellow of Litigation Counsel of America, the prestigious, invitation-only trial lawyer honorary society. Membership is limited to 3,500 fellows, representing less than one-half of one percent of American lawyers  
• Ranked in The Legal 500 U.S. New York City Elite for Litigation: Commercial Disputes, 2025 and 2026
• Named to the Lawdragon 500 Leading Litigators in America list, 2026
• Named among the “Notable Women in Law” by Crain’s New York Business, 2018, 2020 and 2026
• Named a "Notable Litigator & Trial Attorney" by Crain's New York Business, 2025
• Named to the “New York Business’ Notable Leaders in Accounting, Consulting & Law” by Crain’s New York Business, 2024
• Named among the “Notable Diverse Leaders in Law” by Crain’s New York Business, 2022
• Honored as a “Leading Lady” at the Third Annual Mann Charitable Foundation Event, 2019
• Consistently named to the New York Metro Super Lawyers list since 2013
• Recognized among the “Top Women Attorneys” in the New York Metro Area by Super Lawyers since 2013
• 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

Professional

• Litigation Counsel of America
• Fellow of the American Bar Foundation
• New York City Bar Association
• American Bar Association
• 100 Women in Finance
• Founder, Westchester Women’s Power Lunch, a networking group for women professionals
• Co-Founder, Women in Alternatives, a senior-level women’s group focused on advancing the interests of professional women in the alternative investment space
• UJA-Federation of New York

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