Steve Wolosky

Chair Emeritus of the Shareholder Activism Practice Group, Steve Wolosky is a nationally recognized corporate and securities lawyer who counsels clients in the areas of proxy contests and mergers and acquisitions. Steve has been ranked by Chambers USA as a “Leading Lawyer” (Band 1) in Corporate/M&A: Shareholder Activism category.  According to Chambers USA, Steve provides foremost counsel to clients in the market's most significant domestic and cross-border shareholder activism matters.

A pioneer in shareholder activism, Steve spearheaded Olshan’s Shareholder Activism Practice more than 40 years ago. Today, he is one of the leading lawyers in the country advising hedge funds and investment partnerships on activist situations in the United States and worldwide. Steve advises on some of the most high-profile activist campaigns year-in, year-out. Steve’s recent representations have included Elliott Management at Public Storage, Principal Financial Group, and Duke Energy; Starboard Value at eHealth; Macellum Advisors at Kohl’s; Ryan Cohen at Bed Bath & Beyond; and Chatham Asset Management at R.R. Donnelley. Most notably, Steve led the representation of Starboard Value on its “historic” full board victory at Darden Restaurants and its recent majority board victory at GCP Applied Technologies; H. Partners on its successful, precedent setting withhold campaign at Tempur Sealy; George Feldenkreis, founder and former Executive Chairman of Perry Ellis International, Inc., in his nomination of directors and successful unsolicited acquisition of Perry Ellis; and Elliott Management in its successful settlements at eBay and Arconic. In international news-making cases, Steve represented foreign clients who successfully obtained board representation for the first time in Japan, South Korea and Israel. Steve has led over 800 proxy contests for board representation in his career.

Olshan's Shareholder Activism Practice Group is widely recognized as the nation's premier practice in representing activist investors in contested director elections. The Group is consistently ranked as the No. 1 legal advisor to activist investors by every league table and publication that covers shareholder activism, including Bloomberg’s League Tables, the FactSet SharkRepellant Activism Scorecard, Refinitiv Global Shareholder Activism Scorecard, Activist Insight Monthly and The Deal Activism League Table. In 2021, Olshan advised on a record number 119 activist engagements. In addition, Chambers USA 2021 Guide ranked Olshan's Shareholder Activism Practice Band 1, the guide’s highest ranking in the category of M&A Shareholder Activism, and the Legal 500 United States guide to leading law firms and attorneys named Olshan’s Shareholder Activism Practice as a Top Tier 1 Leading Firm in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders since 2019.

Steve advises clients in negotiating mergers and acquisitions and hostile takeovers of public companies. He has extensive experience representing public and private issuers of debt and equity securities, purchasers and sellers in mergers, stock and asset transactions, and investment funds in their formation, capital raising and investment transactions. Steve frequently counsels corporate clients in corporate planning and structuring activities, corporate governance matters, dealings with stock exchanges, and public company compliance matters.

Steve is regularly quoted as an industry expert in The Wall Street Journal, Reuters, The Deal, Law360, and in other notable media publications discussing important trends in shareholder activism. He also lectures at corporate and securities law conferences and speaks on distinguished activist panels throughout the country.

Steve has been cited for his preeminence in shareholder activism and corporate and securities.  According to Chambers USA, "Steve’s depth of experience is incredible. He is able to navigate through the most complex board level negotiations with outstanding outcomes." Legal 500 US has recognized Steve as an elite "Leading Lawyer" in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders and he has been included in Legal 500's inaugural M&A Powerlist - USA Region. In Best Lawyers in America, his clients are quoted as saying that "he possesses a deep understanding of both business and legal needs of the client.”  In addition, he is Martindale-Hubbell AV ("Preeminent") rated by his peers and consistently named to the New York Super Lawyers list since 2006. Steve was profiled in Business Insider as one of the top go-to lawyers for activist investors.

Steve is a current director and former chairman of the Federal Law Enforcement Foundation.

Steve received his J.D. from Benjamin N. Cardozo School of Law and holds a B.A. from Brooklyn College of the City University of New York.

Professional & Community Affiliations

Current Director and Former Chairman of the Federal Law Enforcement Foundation

New York State Bar Association

Proxy Contests and Negotiated Board Representation

Starboard Value LP     

• Darden Restaurants, Inc.: Represented Starboard in unprecedented, “extraordinary” victory in its election contest replacing its entire board with a slate of 12 directors.
• Quantum Corporation: Represented Starboard in the negotiation of three board seats.
• Office Depot: Represented Starboard in negotiation of three board seats.
• Calgon Carbon: Represented Starboard in negotiation of board seat.
• AOL: Represented Starboard in 2012 proxy contest.
• Progress Software: Represented Starboard in seeking board seats.
• Wasau Paper: Represented Starboard in negotiating two consecutive settlements for total of four board seats.
• DSP Group: Represented Starboard in 2013 proxy contest and negotiated two board seats for Starboard in 2012.
• Regis Corporation: Represented Starboard in successful proxy contest for three board seats at 2011 annual meeting.
• MIPS Technologies, Inc.: Represented Starboard in negotiation of two board seats.
• Openwave Systems Inc.: Represented Starboard in obtaining two board seats.
• Zoran Corporation: Represented Starboard in a successful consent solicitation, which replaced three board members.
• Immersion Corporation: Represented Starboard in connection with the nomination of two directors at the 2011 annual meeting.
• SeaChange International, Inc.: Advised Starboard in obtaining one board seat.
• SurModics, Inc.: Advised Starboard in obtaining two board seats.
• Extreme Networks: Representing Starboard in connection with the nomination of two directors at the 2010 annual meeting.
• Tollgrade Communications, Inc.: Advised Starboard in successful proxy contest for three board seats.
• Agilysys, Inc.: Advised Starboard in a proxy contest seeking representation on the board of directors of Agilysys. Successfully negotiated a settlement agreement with Agilysys ending the proxy contest and resulting in the appointment of two Starboard nominees to the board.
• Agilysys, Inc.: Advised Starboard in negotiating settlement for two board seats.
• Actel Corporation: Advised Starboard in negotiating settlement for two board seats.
• Orthofix International N.V.: Advised Starboard in first ever proxy contest in the Netherlands-Antilles.
• Datascope Corp.: Advised Starboard in a successful proxy for one board seat.
• Federal Signal Corporation: Advised Starboard in negotiating one board seat.
• Shulman, Inc.: Advised Starboard in successful proxy for two board seats.
• Kensey Nash Corporation: Advised Starboard in the successful negotiation of representation for Starboard on the board.

Steel Partners Holdings

• JPS Industries: Advising Steel Partners Holdings in consent solicitation and offer to acquire JPS Industries.
• Moduslink Global Solutions: Advised Steel Partners Holdings in negotiation of settlement.
• Adaptec: Advised Steel Partners Holdings in connection with successful consent solicitation to replace two incumbent directors.
• Rowan Companies, Inc.: Advised Steel Partners Holdings in connection with a settlement agreement with Rowan, pursuant to which Rowan agreed to nominate a Steel Partners designee to the board.
• Aderans Holdings Co. Ltd.: Advised Steel Partners Japan in the successful negotiation of a settlement agreement with Aderans following the defeat of the incumbent board's re-election. As a result of the settlement agreement, Aderans agreed to certain corporate governance matters and to nominate for election to Aderans' board two candidates proposed by Steel Partners Holdings. This is the first time that a foreign investment fund has succeeded in having one of its own representatives join the board of a Japanese company following the ouster of existing management.
• Gencorp Inc.: Advised Steel Partners Holdings in connection with its election contest against Gencorp and successfully negotiated a settlement agreement with Gencorp resulting in the appointment of three Steel Partners nominees to the board.
• EnPro Industries, Inc.: Advised Steel Partners Holdings in connection with its election contest against EnPro and successfully negotiated a settlement agreement with EnPro whereby one Steel Partners nominee will be appointed to the board.
• Point Blank Solutions, Inc.: Advising Steel Partners Holdings in its successful proxy contest against Point Blank where it won majority board representation.

GAMCO Asset Management Inc.

• Point Blank Solutions, Inc.: Advising Steel Partners Holdings in its successful proxy contest against Point Blank where it won majority board representation.
• Griffin Land & Nurseries: Representing GAMCO in a proxy contest for two board seats.
• Materion Corporation: Advised GAMCO in reaching settlement for one board seat.
• Telephone & Data Systems: Representing GAMCO in a proxy contest for two board     seats.
• Superior Industries: Represented GAMCO in a proxy contest for one board seat.
• Myers Industries: Represented GAMCO in obtaining board representation.

Western Investment

• Advised Western Investment in successfully reaching an agreement with Hambrecht & Quist Capital Management LLC, resulting in an issuer tender offer by H&Q Life Sciences Investors at a price equal to 98% NAV.

• Advised Western Investment in successfully reaching an agreement with LMP Capital and Income Fund Inc., resulting in a series of 5% issuer tender offers at a price equal to 98% NAV.

• Advised Western Investment regarding its investment in TS&W/Claymore Tax-Advantaged Balanced Fund, including Western Investment's tender offer for up to 5.2% of TYW's outstanding stock and its proxy contest at TYW's 2010 annual meeting, at which a majority of shareholders voted in support of Western Investment's director nominee and its Rule 14a-8 shareholder proposal, resulting in TYW agreeing to reorganize into a newly created open-end mutual fund.
• Advised Western Investment in successfully reaching an agreement with Deutsche Investment Management Americas Inc. resulting in (i) a program of issuer tender offers at a price equal to 99% NAV at DWS Dreman Value Income Edge Fund (DHG) and DWS Global High Income Fund, (ii) an open market repurchase program at DHG, and (iii) the merger of DWS RREEF World Real Estate Fund (DRP) into DWS RREEF Global Real Estate Securities Fund, an open-end fund.
• Advised Western Investment in successive proxy contests against DWS Enhanced Commodity Strategy Fund, Inc. (GCS) resulting in Western Investment's slate of director nominees receiving a majority of the votes cast at GCS's 2008 Annual Meeting and 2010 Annual Meeting and GCS's merger into an open-end fund.
• Previously advised Western Investment in proxy contests against DHG and DRP, resulting in Western Investment's slate of director nominees receiving a majority of the votes cast at each fund's 2010 Annual Meeting.
• Advised Western Investment in its proxy contest against MCG Capital Corporation, resulting in Western Investment successfully blocking MCG Capital's efforts to conduct dilutive share offerings.
• Advised Western Investment in a successful proxy contest against Pioneer Municipal & Equity Income Trust, resulting in the election of two Western Investment nominees to the board.
• Advised Western Investment in a successful proxy contest against Investment Grade Municipal Income Fund Inc. at the Fund's 2009 Annual Meeting, resulting in the approval of Western Investment's stockholder proposal that the Fund's Board not retain UBS Global AM and certain other entities as its investment manager.
• Advised Western Investment in successfully reaching an agreement with the Neuberger Berman closed end funds, including Neuberger Berman Dividend Advantage Fund Inc., Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman Income Opportunity Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman New York Intermediate Municipal Fund Inc., Neuberger Berman High Yield Strategies Fund, and Neuberger Berman Real Estate Securities Income Fund Inc., ending the proxy contests and resulting in a series of semi-annual tender offers by the Funds at a price equal to 98% NAV.
• Advised Western Investment in its numerous investments in closed-end funds in an effort to cause management and the Board to take affirmative actions to reduce the discount to Net Asset Value of each of Cohen & Steers REIT & Utility Income Fund, Inc., Cohen & Steers Select Utility Fund, Inc. and John Hancock Tax-Advantaged Dividend Income Fund.

Crescendo Partners

• Cott Corporation: Successfully negotiated board representation for Crescendo Partners, resulting in the appointment to the company's board of four persons chosen by Crescendo Partners.
• Charming Shoppes, Inc.: Advised Crescendo Partners in connection with its election contest against Charming Shoppes and successfully negotiated a settlement agreement with Charming Shoppes resulting in the company nominating two Crescendo Partners nominees for election to the board and submitting for shareholder approval a proposal to declassify the board.
• O'Charley's, Inc.: Advised Crescendo Partners in connection with its potential election contest against O'Charley's and successfully negotiated a settlement agreement with O'Charley's resulting in the appointment of three Crescendo Partners nominees to the board and the company's submission for shareholder approval of a proposal to declassify the board.
• Mothers Work, Inc.: Successfully negotiated representation for Crescendo Partners on the board.

Other Activist Matters

• Represented FrontFour Capital and Quinpario Partners in their nomination of two directors for the management slate of Ferro Corporation.
• Representing Coppersmith Capital, teamed up with Scopia Management, in connection with its nomination of three candidates to the Board of Directors of Alere.
• Representing Quinpario Partners in connection group’s investment in Zoltek Companies, Inc.
• Represented Patrick Walsh of PW Partners in connection with his candidacy for election to the Famous Dave’s of America board.
• Negotiated agreement for Dolphin Limited Partnership III, L.P., resulting in appointment of Justin A. Orlando, a managing director of Dolphin, to the Board of Directors of Rimage Corporation. The agreement also granted Dolphin board observer rights and provided for the appointment of an additional director with relevant enterprise software industry experience.

• Advised Raging Capital in connection with the nomination of a director for election to the Vitesse Semiconductor Corporation Board of Directors.

• Advised Norman Pessin in connection with the nomination of two director nominees for election to the AltiGen Communications, Inc. Board of Directors.
• Advised Potomac in seeking board seats at SIGMA Designs.
• Advised Cadian Capital in obtaining three board seats at Comverge Technology.
• Advised SAVE Partners IV in seeking board seats at USA Technologies.
• Advised Dialectic Capital in obtaining two board seats at Tellabs.
• Advised JCP Investment Management in obtaining board seat at Morgan Foods.
• Advised Mangrove Partners in opposition to NABI Pharmaceuticals transaction.
• Advised Balch Hill in seeking board seats at PLX Technology.
• Advised Raging Capital in obtaining one board seat at Resource America.
• Advised Cadian Capital Management, LLC on successful "Just Say No" campaign at Comverse Technology, Inc.
• Advising Biglari Holdings Inc. in seeking one board seat at Cracker Barrel Old Country Store, Inc.
• Advised MMI Investments, L.P in seeking two board seats at Comtech Telecommunications.
• Advised MMI Investments, L.P. on Checkpoint Systems.
• Advised Kingstown Partners L.P. on its investment in Signature Group Holdings.
• Advised Raging Capital Funds in obtaining board representation at MRV Communications, Inc.
• Advised Baker Street Capital Management in obtaining three board seats at TIX Corporation.
• Advised National Technical Systems, Inc. in successful proxy contest defense.
• Advised FrontFour Capital in obtaining two board seats at Fisher Communications, Inc.
• Advised Biglari Holdings Inc. in seeking one board seat at Fremont and two board seats at CCA Industries, Inc.
• Advised Bel Fuse, Inc. in seeking two board seats at Pulse Electronics Corporation and proposal to acquire Bel Fuse.
• Advised Dialectic Capital Management, LLC in seeking two board seats at Advanced Analogics Technologies, Inc.
• Advised Deutsche Bank Securities, Inc. in seeking one preferred director at Gramercy Capital Corp.
• Advised MMI Investments, L.P. in seeking two board seats at EMS Technologies, Inc.
• Advised Benihana of Tokyo in connection with investment at Benihana, Inc.
• Advised LaGrange Capital Partners in successfully obtaining three board seats at Forward Industries, Inc.
• Advised Simcoe Partners, L.P. in successful negotiation to obtain one board seat at Alloy, Inc.
• Advised LaunchEquity Partners in successfully obtaining two board seats at MakeMusic, Inc.
• Advised John Reynolds in successfully obtaining a board seat at CopyTele, Inc.
• Advised Oak Street Capital in proxy contest seeking three board seats at Denny's Corporation.
• Advised North & Webster in successfully obtaining one board seat at S&D International, Inc.
• Advised Quicksilver Resources, Inc. in successfully obtaining two board seats at BreitBurn Energy Partners L.P.
• Advised Dialectic Capital Partners, LP in the successful negotiation of a settlement agreement with representation on the board of directors of California Micro Devices Corporation in the appointment of three nominees to the board.
• Advised Foxhill Capital Partners, LLC in the successful negotiation of a settlement agreement with iPass Inc. resulting in the appointment of two Foxhill nominees to the board.
• Advised Legacy Housing, LTD. in the successful negotiation of a settlement agreement with Cavalier Homes, Inc. resulting in the appointment of two Legacy Housing nominees to the board.
• Advised Hallmark Financial Services, Inc. in the successful negotiation of a settlement agreement with Specialty Underwriters' Alliance, Inc. resulting in the appointment of one Hallmark nominee to the board.
• Advised Lamassu Holding in the successful negotiation of a settlement agreement with Ditech Networks, resulting in the appointment of two Lamassu nominees to the board.
• Advised Kingstown Partners, L.P. in the successful proxy contest against Ambassadors International, Inc. resulting in two Kingstown nominees being elected by shareholders to the board.
• Advised Nanes Balkany in the successful negotiation of a settlement with Toreador Resources Corp. resulting in the appointment of two Nanes Balkany nominees to the board and the termination of the company's poison pill.
• Advised Mustang Capital in the successful negotiation of representation for Mustang on the Board of O.I. Corporation, with the company agreeing to nominate one Mustang nominee for election to the board.
• Advised New World Opportunity Partners in the successful negotiation of representation for New World on the board of Youbet.com, with the company agreeing to nominate two New World nominees for election to the board.
• Advised the Lion Fund in a successful proxy contest against Steak ‘n Shake Company, which resulted in two Lion Fund nominees being elected by shareholders to the board.
• Advised Accipiter Capital Management in the successful negotiation of a settlement agreement with Rural/Metro Corporation, resulting in two Accipiter nominees being nominated by the company for election to the board, with a third nominee to be mutually selected by Accipiter and the company.
• Advising Nanes Delorme in a proxy contest to elect three director nominees to the board of VAALCO Energy, Inc.

Merger & Acquisition Deals

• Represented Quinpario Acquisition Corp. in the acquisition of Jason Incorporated from Saw Mill Capital LLC, Falcon Investment Advisors, LLC and other investors. The purchase price of $538.65 million will be funded by the cash proceeds from QPAC's initial public offering, new debt and rollover equity invested by the current owners and management of Jason.
• Represented the Special Committee of the Board of Directors of NTS, Inc., a leading regional provider of integrated communications, in its negotiation of a definitive merger agreement with affiliates of Tower Three Partners LLC, a private equity firm. Upon completion of the transaction, valued at approximately $155 million, NTS will become a privately held company.
• Represented GenCorp Inc., a leading technology-based designer, developer and manufacturer of aerospace and defense products, in the successful completion of the $550 million acquisition of the Pratt & Whitney Rocketdyne business from United Technologies in part with the proceeds from a $460 million bond offering. The acquisition will nearly double the size of GenCorp and help ensure that it continues to be a leader in the next space age.
• Represented CERTPOINT Systems Inc. in a merger with Infor Inc.
• Represented Launch Equity in negotiating merger agreement/tender offer for the acquisition of MakeMusic.
• Represented GenCorp. Inc. in a $460 million financing consisting of 7.125% Second Priority Senior Secured Notes, the proceeds of which will be primarily used for the acquisition of United Technologies Corporation’s Pratt & Whitney Rocketdyne business.
• Represented GAMCO Investors, Inc. in debt tender offer.
• Advised Landry's, Inc. on potential acquisition, including hostile tender offer for McCormick & Schmick's.
• Advised Steel Partners Holdings on proposal to acquire JPS Industries.
• Advised Ness Technologies, Inc. on sale to CVCI.
• Advised United Capital Corporation on tender offer.
• Advised Landry's, Inc. on acquisition of Beso LLC.
• Advised Seneca Capital, L.P. in opposition to tender offer by Icahn for Dynergy Inc.
• Represented Ramius LLC in tender offer and acquisition of Cypress Bioscience, Inc.
• Represented Formula Telecom Solutions, Inc. in sale of Paetec Holding Corp.
• Represented YouBet.com in sale to Churchill Downs Inc.
• Represented ADPT Corporation in sale of assets to PMC-Sierra, Inc.
• Represented Tilman J. Fertitta, Chairman and Chief Executive Officer of Landry's Restaurants, Inc., in a proposed going-private merger with Landry's.
• Represented the Special Committee of Independent Directors of Western Sizzlin Co. in a proposed merger with Steak ‘n Shake.
• Represented New Century Equity Holdings Corp. in its acquisition of Wilhelmina International, Ltd. and its affiliated entities. Wilhelmina is today one of the largest and most successful model management companies in the world.
• Represented dELiA*s, Inc., a direct marketing and retail company, in the $103 million sale of assets related to its CCS business to Foot Locker, Inc.
• Represented NuCO₂ Inc., the leading and only national provider of bulk CO₂ products and services to the U.S. fountain beverage industry, in connection with the acquisition by Aurora Capital Group. The transaction was valued at approximately $487 million.
• Represented Health Systems Solutions Inc. in a proposed merger to acquire Emageon Inc., a medical imaging software maker, for $61 million in cash.
• Represented Steel Partners in its unsolicited $100 million cash tender offer for Bairnco Corporation. After commencing a consent solicitation to remove the Company's Board, successfully negotiated a friendly merger transaction.
• Represented Steel Partners Japan in its attempt to increase its ownership stake in Sapporo Holdings Ltd., including Steel Partners' negotiations with Sapporo's Board and navigation of Sapporo's anti-takeover measures. Also provided representation in tender offers to acquire 100% of three separate Japanese public companies: Bull-Dog Sauce Co., Ltd., Myojo Foods Co., Ltd., and Tenryu Saw Mfg. Co., Ltd.
• Represented Lone Star Steakhouse & Saloon, Inc., a restaurant chain based in Wichita, Kansas and the owners of the high-end Del Frisco Double Eagle Steakhouse restaurants, in connection with its acquisition by Lone Star Funds, in a transaction valued at $600 million.

Securities Counsel to the Following Public Companies:

• Aetrium Incorporated
• Biglari Holdings Inc.
• BNS Holding Inc.
• CoSine Communications, Inc.
• Digirad Corporation
• DGT Holdings Corp.
• EQM Technologies & Energy, Inc.
• FalconStor Software, Inc.
• Forward Industries, Inc.
• GenCorp Inc.
• Handy & Harman Ltd.
• Nathan's Famous, Inc.
• NOVT Corporation
• SL Industries, Inc.
• Steel Excel Inc.
• Steel Partners Holdings L.P.
• United Capital Corporation
• Wilhelmina International, Inc.

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