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Ryan P. Nebel

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Honors

  • Ryan was named for inclusion to the New York Super Lawyers Rising Stars list, a Thomson Reuters lawyer rating service for lawyers under 40, for 2019.
  • Ryan has been recognized as a "Recommended Lawyer" in The Legal 500 U.S. in M&A/corporate and commercial: Shareholder Activism - advice to shareholders for 2019

Education

J.D., University of Oregon School of Law, 2012

  • First in class of 2012
  • Order of the Coif
  • Member, Oregon Law Review

B.S., magna cum laude, University of Louisville, 2009

  • National Scholar

Bar & Court Admissions

  • New York, 2013

Ryan P. Nebel is a corporate attorney focusing on shareholder activism, proxy contests, mergers and acquisitions and corporate governance.

Ryan represents and provides strategic guidance to hedge funds and other investors in matters concerning shareholder activism, proxy contests, mergers and acquisitions, corporate governance and other related matters. Ryan has experience advising shareholder clients regarding Schedule 13D investments in public companies and activist strategies, including proxy contests, withhold campaigns, consent solicitations, settlement negotiations and hostile takeovers.

Ryan has been named as a "Recommended Lawyer" in The Legal 500 United States guide for M&A/corporate and commercial: Shareholder Activism - advice to shareholders.

Ryan has been named a New York “Rising Star” by Super Lawyers.

Ryan received his J.D. from the University of Oregon School of Law, first in his class and Order of the Coif, and his B.S., magna cum laude, from the University of Louisville. He is admitted to practice in New York.

Engaged Capital
  • Rent-A-Center, Inc.: Represented Engaged Capital in successful proxy contest for all three of its director nominees and ouster of chairman of Rent-A-Center and its subsequent agreement to secure additional board representation.
  • Del Frisco’s Restaurant Group, Inc.: Represented Engaged Capital in its settlement agreement to appoint a new independent director to lead the company’s strategic review process and terminate its poison pill. The company was ultimately sold for a substantial premium.
  • InnerWorkings, Inc.: Represented Engaged Capital in its settlement agreement for two board seats.
  • Benchmark Electronics, Inc.: Represented Engaged Capital in its settlement agreement providing it with the right to designate a director to the company’s board.
  • Aratana Therapeutics, Inc.: Represented Engaged Capital in its settlement agreement for two board seats.
  • MagnaChip Semiconductor Corp.: Represented Engaged Capital in its settlement agreement for two board seats.
  • Outerwall Inc.: Represented Engaged Capital in its settlement agreement for three board seats.
  • HeartWare International, Inc.: Represented Engaged Capital in its engagement with HeartWare in opposition to a proposed acquisition of Valtech Cardio and in reaching an agreement for board representation at HeartWare following its termination of its proposed acquisition of Valtech Cardio.
  • Rovi Corporation: Represented Engaged Capital in a proxy contest for two board seats and the successful ouster of the chairman of Rovi.
  • Medifast, Inc.: Represented Engaged Capital in reaching agreement with Medifast regarding the structure and composition of Medifast’s board of directors, appointing five new directors to the board, including three Engaged Capital designees and two additional independent directors.
  • TriMas Corporation: Represented Engaged Capital in settlement agreement for board representation at TriMas.
  • Jamba, Inc.: Represented Engaged Capital and JCP Investment Management in settlement agreement for board representation at Jamba Juice.
  • Rentech, Inc.: Represented Engaged Capital and Lone Star Value in connection with their negotiation of a settlement for board representation at Rentech.
Starboard Value
  • Newell Brands Inc.: Represented Starboard in its settlement for three board seats.
  • Darden Restaurants, Inc.: Represented Starboard in its historic proxy contest victory for all twelve board seats.
  • Office Depot, Inc.: Represented Starboard in its settlement for three board seats.
Elliott Management
  • eBay Inc.: Represented Elliott in its settlement for two board seats and the announcement of several strategic initiatives to enhance performance.
  • Arconic Inc.: Represented Elliott in its settlement for three board seats.
Broadfin Capital
  • Nevro Corp.: Represented Broadfin in its settlement overhauling the company’s leadership team and boardroom. As part of the agreement, Nevro’s President & CEO was replaced, three new directors were added to the board and two incumbents resigned from the board.
  • Cardica, Inc.: Represented Broadfin in successful proxy contest for all three of its director nominees.
JCP Investment Management
  • The Pantry, Inc.: Represented an activist group led by JCP in a successful campaign for the election of all three of their director nominees by 6-to-1 and 4-to-1 margins.
  • Crius Energy Trust: Represented JCP in reaching a settlement agreement for one board seat and certain corporate governance improvements.
  • CST Brands, Inc.: Represented JCP in reaching a settlement agreement for one board seat and the initiation of a strategic review process at CST Brands.
  • U.S. Geothermal Inc.: Represented JCP in securing one board seat.
  • Viad Corp: Represented an investor group led by JCP in reaching a settlement agreement for one board seat.
FrontFour Capital Group
  • Medley Capital Corporation: Represented FrontFour in its settlement agreement with Medley Capital that resulted in the appointment of two new independent directors, increased consideration to be received by the company’s stockholders in a proposed transaction and amended merger agreements to permit a go-shop process to benefit the company’s stockholders. Previously helped secure FrontFour’s victory in its claims that the board of Medley Capital breached its fiduciary duty in approving a merger transaction with certain of the company’s affiliates.
  • ILG, Inc.: Represented FrontFour in its campaign advocating for a business combination between ILG and Marriott Vacations Worldwide. ILG was ultimately acquired by Marriott Vacations.
  • ClubCorp Holdings, Inc.: Represented FrontFour in reaching a settlement agreement for two board seats.
  • OM Group, Inc.: Represented FrontFour in a settlement agreement with OM Group, Inc. for two board seats.
Bradley L. Radoff (BLR / Fondren Management)
  • Acacia Research Corporation: Represented BLR and Sidus Investment Management in overwhelming proxy contest victory where both dissident candidates were elected by more than a 4:1 margin and the company’s executive compensation and proposed stock incentive plan were both voted down.
  • Flotek Industries, Inc.: Represented BLR in reaching a settlement agreement for one board seat and certain corporate governance improvements.
  • Altisource Residential Corporation: Represented BLR and other investors in their settlement agreement with Altisource Residential to add two new independent directors and purchase an additional $65 million of common stock.
  • Photon Control Inc.: Represented BLR and another investor in securing two board seats at Canadian company Photon Control.
Lone Star Value
  • Hudson Global, Inc.: Represented Lone Star Value in a landslide proxy contest victory by 95% of the votes cast to elect both of its nominees to the board of Hudson Global.
  • Edgewater Technology, Inc.: Represented Lone Star Value in its settlement agreement for two board seats at Edgewater as well as a prior consent solicitation by Lone Star Value and AMERI Holdings seeking to remove and replace all five non-executive members of Edgewater’s board and to initiate a review of strategic alternatives at Edgewater, including the potential acquisition of Edgewater by AMERI Holdings.
  • Harris & Harris Group, Inc.: Represented Lone Star Value in its settlement agreement for one board seat.
  • Callon Petroleum Company: Represented Lone Star Value in its settlement agreement for one board seat.
  • Novation Companies, Inc.: Represented Lone Star Value in its settlement agreement for two director representatives on the board.
  • Ciber, Inc.: Represented Lone Star Value in connection with settlement for board representation at Ciber.
  • Dakota Plains Holdings, Inc.: Represented Lone Star Value in obtaining board representation at Dakota Plains.
Other Activist, Hostile Merger & Acquisition and General Corporate Matters
  • Represented VIEX Capital Advisors in its successful proxy contest for all five board seats to take control of the board at Support.com, Inc.
  • Represented Richmond Brothers in connection with its successful proxy contest for board representation at Rockwell Medical, Inc. and subsequently in reaching an agreement for additional board representation and corporate governance improvements.
  • Represented Foundation Asset Management in consent solicitation process to call a special meeting at Stewart Information Services Corporation that ultimately resulted in a settlement yielding board change.
  • Represented TIG Advisors in connection with its campaign in opposition to the merger between Zale Corporation and Signet Jewelers, the two largest jewelry companies in the United States.
  • Represented Marcato Capital in settlement agreement with Rayonier Advanced Materials Inc. for board representation.
  • Represented Ancora Advisors in settlement agreement with Potbelly Corporation for board representation.
  • Represented Ronin Trading and SW Investment Management in their settlement agreement with Peregrine Pharmaceuticals, Inc. to reconstitute a majority of the board.
  • Represented Coppersmith Capital and Scopia Capital in their settlement agreement for two board seats at Itron, Inc.
  • Represented Privet Fund Management in settlement agreement with Great Lakes Dredge & Dock Corporation for board representation.
  • Represented Privet Fund Management in settlement agreement with Frequency Electronics Inc. for two board seats.
  • Represented Bandera Partners in agreement for board representation at Rubicon Technology, Inc.
  • Represented William J. Pulte in his settlement agreement with PulteGroup Inc. for one board seat.
  • Represented Nokomis Capital in settlement agreement with Telenav, Inc. for board representation.
  • Represented Potrero Capital Research in its successful withhold campaign and settlement agreement for one board seat with Datawatch Corporation.
  • Represented Baker Street in its negotiation of a settlement agreement for one board seat at Walter Investment Management Corp.
  • Represented Baker Street in connection with the negotiation of a cooperation agreement for board representation and a secondary offering at USA Truck, Inc.
  • Represented GlobalOptions Group, Inc. in its merger with Walker Digital, LLC, which will do business as PatentProperties, Inc. In connection with the merger, the company also completed an $11.6 million PIPE offering of common stock and warrants.

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