Rebecca L. Van Derlaske

Shareholders, hedge funds, and other investors call on Rebecca for advice and representation in domestic and international activism matters, including proxy contests, withhold campaigns, consent solicitations, and settlement negotiations. She also advises on Schedule 13D investments in public companies, proxy rules, securities laws, mergers and acquisitions, SEC filings, and complex disclosure requirements, including Section 16 filings.

With a legal background in corporate bankruptcy and restructuring, Rebecca has a deep understanding of credit agreements, bond indentures, financings, and how to view a company's outstanding liabilities properly. First-time and seasoned activists benefit from her ability to clearly explain their shareholder legal rights and quickly review and decipher various public filings. She summarizes complex legal agreements and debt documents to address potential issues and sharpen engagement strategy. As a result, clients receive the advice and information they need to proceed, from corporate governance, communications, nominations, and proxy solicitations advice to drafting and negotiating settlement agreements and help in securing representation on their company’s board.

Collaborative, even in tense situations, Rebecca is known for being a successful dealmaker with exceptional grace under pressure. Clients and opposing counsel appreciate her professional, calm, and respectful approach and creativity in developing win-win, workable solutions that resolve disagreements and get deals done.

• Represented Chatham Asset Management in its successful acquisition of R.R. Donnelley & Sons Company following its unsolicited bid to acquire the company. Submitted multiple unsolicited bids to an initially unfriendly board and without the aid of the company providing access to due diligence. Ultimately Chatham’s bid was accepted by the board and approved by the shareholders.
• Represented Bradley Radoff and JEC II Associates, LLC in their investment in Sesen Bio, Inc. (n/k/a Carisma Therapeutics Inc.) and opposition to Sesen's announced merger with Carisma Therapeutics Inc. Successfully engaged with and negotiated an amendment to the proposed merger agreement to address the clients' concerns and ultimately entered into a support agreement, pursuant to which the clients supported the merger, and a representative of JEC II was appointed to the board of directors of the combined entity.
• Represented Voss Capital in its investment and in an agreement with Thunderbird Entertainment Group Inc. that included the appointment of two of Voss's director nominees to the board and appointment of a third mutually agreeable director. Thunderbird is a Canadian issuer and this was a cross-border campaign, where the company delayed the annual meeting in response to our nomination and our team pressured the company to hold the meeting. Successfully came to a settlement after negotiations broke down multiple times.
• Represented 22NW in its investment and successful proxy contest at DRTT Environmental Solutions LTD, which resulted in the election of an entirely new board of directors consisting of 22NW's director nominees. DRTT is a Canadian issuer that trades in the U.S. and Canada, and thus requires complex and extensive disclosure requirements. 22NW successfully elected a clean sweep of the board.
• Represented Voss Capital in its investment and successful proxy contest at Griffon Corporation, which resulted in the election of Voss's director nominee in 2022. Represented Voss Capital in an agreement with Griffon Corporation that included a board seat and the right to appoint an additional director in 2023.
• Represented Bradley L. Radoff in an agreement with Enzo Biochem that included two board seats and governance improvements.
• Represented JCP Investment Partnership L.P. in an agreement with Farmer Bros. Co., which provided for the appointment of one of JCP's director nominees.

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Honors & Recognitions

• Recognized as a "Key Lawyer" in The Legal 500 United States guide in M&A/Corporate and Commercial: Shareholder Activism - Advice to Shareholders, 2021
• Named a “Rising Star” by New York Metro Super Lawyers, 2021-2023

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