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Activist & Equity Investment Practice

More than 800 Activist Campaigns since 2005  
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Widely recognized and is consistently ranked as the nation’s premier practice in representing activist investors in contested director elections and ranked as the No. 1 Legal Advisor to activist investors by FactSet SharkRepellent, Thomson Reuters and Activist Insight Monthly.

Olshan's Activist & Equity Investment Practice Group is widely recognized as the nation's premier practice in representing activist investors in contested director elections. We have unparalleled experience in counseling clients on a wide variety of activist strategies, from proxy contests, consent solicitations and hostile takeovers to letter-writing campaigns and behind-the-scenes discussions with management and boards of directors.

Olshan Again Ranked No. 1 Ranked Legal Advisor in Shareholder Activism

Olshan’s Shareholder Activism Practice led the way again in 2017 as the no. 1 ranked law firm advising in the area of Shareholder Activism. As the nation’s premier practice representing activist investors, Olshan advised on more than 70 activist campaigns in 2017. Olshan’s no. 1 ranking is highlighted in league tables and publications that cover shareholder activism, including the FactSet SharkRepellent League Table, Thomson Reuters’ Global Shareholder Activism Scorecard and Activist Insight Monthly. The Legal 500 U.S. 2018 guide listed Olshan's Shareholder Activism Practice for M&A/corporate and commercial - Corporate Governance.  The publication affirmed that Olshan "advises leading activist hedge funds on their campaigns."

Proven Track Record

Our Activist attorneys have been involved in seeking board representation at over 650 public companies, including some of the highest profile activist situations in recent years. We have achieved success on this front in over 90% of the situations in which our clients have nominated directors.

We advise leading activist investors on some of the most high-profile activist campaigns year-in, year-out. In 2014, the Group represented client Starboard Value on its “historic” full board victory at Darden Restaurants.  In 2015, the Group represented client H. Partners on its successful, precedent setting withhold campaign at Tempur Sealy.  In 2016, the Group represented client Starboard Value in its successful settlement at Yahoo!; Elliott Management in its successful settlement at Alcoa, Inc.; and Engaged Capital in its successful campaign at HeartWare International, Inc.

Chairman Steve Wolosky has been a pioneer in the area of private equity and shareholder activism, and his innovative methods and strategies are well known among clients and the media. The Deal Pipeline has recognized Steve as one of the “best-known names” in shareholder activism, Reuters has highlighted Steve as a “go-to” lawyer for activist investors and The Activist Report describes Steve as “...a top choice of many hedge funds and activists...” noting his unparalleled experience in counseling clients on a wide variety of activist strategies. Steve is joined by Co-Head Andrew Freedman, one of the leading attorneys in the nation advising activist investors.  Steve and Andy are nationally recognized by client and peer-reviewed rating groups such as Chambers USA, Legal 500 US, The Best Lawyers in America and Super Lawyers for their expertise in shareholder activism.  According to Chambers, Steve is “the go-to guy, no question" when it comes to representing activists, and Andy “really understands what his client wants and is creative in figuring out ways to get there."

Identifying Opportunities

We get involved early in evaluating a company's corporate governance profile and in identifying opportunities for effecting change. This includes assisting our activist clients in navigating the myriad applicable securities laws and proxy rules, and drafting and preparing Schedules 13D and Forms 13F, advance notice bylaw provisions, Rule 14a-8 shareholder proposals, "books and records" demands, and letters to company management and boards of directors.

Proxy Contests

Our Activist attorneys work closely with clients to develop a comprehensive proxy strategy, a roadmap tailored to the client's specific goals and designed to maximize results in a contested proxy solicitation or negotiated resolution. To that end, we thoroughly examine a company's organizational documents, corporate governance practices, and operational performance for structural vulnerabilities. This in-depth research helps us frame the issues and shape the messaging to be delivered to the company's shareholders.

On the public relations side, we draft and prepare fight letters, press releases and investor presentation materials, and walk our clients through presentations to ISS and Glass Lewis and other proxy voting advisory agencies. We have the in-house capability to help our clients prepare sophisticated investor presentations and white papers.  We actively discuss and negotiate potential settlements with company counsel and when necessary, assist the proxy solicitor in helping to get the vote in. In short, we work strategically and tirelessly to give our client every possible advantage in its campaign.

Equity Investments

Not all shareholder engagements escalate to proxy contests.  Almost every activist involvement begins with private, behind-the-scenes engagement with a company's board, management and advisors. In addition to advising many of the nation’s most prolific activist investors, we also represent the "occasional" or “reluctant” activist shareholder in their dealings with boards of directors and management teams. Our team of highly skilled attorneys provides custom-tailored advice on all aspects of equity investments.

Recent Successful Campaigns for Board Representation:
  • Ancora Advisors @ Element Fleet Management Corp. (separate agreements reached for cumulative 4 board seats)
  • Barington Capital/Shah Capital/NuOrion Advisors @ Avon Products, Inc. (settlement reached for 1 board seat)
  • Braeside @ Spok Holdings, Inc. (settlement reached to nominate 1 director)
  • Broadfin Capital @ BioDelivery Sciences International, Inc. (agreements reached for 3 board seats and for BDSI equity financing led by Broadfin)
  • Committee for Aegean Accountability @ Aegean Marine Petroleum Network Inc. (settlement reached for 3 board seats)
  • Cullen Inc Holdings @ Long Island Iced Tea Corp. (settlement reached to spin off Company’s beverage business and 1 board seat)
  • Elliott @ Alexion Pharmaceuticals, Inc. (settlement reached to appoint a mutually agreeable director)
  • Elliott @ Commvault Systems, Inc. (settlement reached for 2 board seats)
  • Engaged Capital @ Aratana Therapeutics, Inc. (settlement reached for 2 board seats)
  • Engaged Capital @ Rent-A-Center, Inc. (settlement reached to nominate 1 new director)
  • Engine Capital @ Hill International, Inc. (settlement reached for 1 board seat)
  • Engine Capital @ Team, Inc. (settlement reached for 2 board seats)
  • Freestone Capital @ Owens Realty Mortgage, Inc. (agreement reached for share repurchase)
  • GAMCO @ Ingles Markets, Inc. (settlement reached to include 1 GAMCO nominee in the Company’s slate for election at the 2018 annual meeting)
  • Horton Fund/Sierra Group @ Safeguard Scientifics, Inc. (settlement reached for 2 board seats)
  • JCP Investment Management @ Crius Energy Trust (settlement reached for 1 board seat)
  • Kanen Wealth Management @ Aqua Metals, Inc. (settlement reached for 2 board seats)
  • Kanen Wealth Management @ ONE Group Hospitality, Inc. (settlement reached to designate 1 director to the board)
  • Land & Buildings @ Life Storage, Inc. (settlement reached to appoint 3 new directors)
  • Land & Buildings @ Taubman Centers, Inc. (successful proxy contest for 1 board seat)
  • Lion Point @ Lattice Semiconductor Corporation (settlement reached for 3 board seats)
  • Legion Partners/Ancora Advisors@ SPS Commerce, Inc.(settlement reached for 3 board seats)
  • Legion Partners/ 4010 Capital @ Genesco Inc. (settlement reached for 2 board seats)
  • Legion Partners @ The Chefs' Warehouse, Inc. (settlement reached for 2 board seats)
  • Marcato @ Rayonier Advanced Materials Inc. (settlement reached for 1 board seat)
  • Misada Capital @ Papa Murphy’s Holdings Inc. (settlement reached for 1 board seat)
  • Richmond Brothers @ Rockwell Medical Inc. (settlement reached for 2 board seats and to declassify the board)
  • Snow Park @ Cedar Realty Trust, Inc. (agreement reached to identify a new independent director)
  • Starboard @ Bemis Company, Inc. (settlement reached for 4 board seats)
  • Starboard @ Cars.com Inc. (settlement reached for 3 board seats)
  • Starboard @ comScore, Inc. (settlement reached for 4 board seats)
  • Starboard @ Forest City Realty Trust, Inc. (settlement reached for 5 board seats)
  • Starboard @ Newell Brands Inc (settlement reached for 3 board seats)
  • VIEX @ A10 Networks, Inc. (settlement reached for 1 board seat and Company agreed to submit proposal to declassify the board at the upcoming annual meeting)
  • VIEX @ Immersion Corp. (settlement reached for 1 board seat)
Notable 2017 Successful Campaigns for Board Representation:
  • Alden Global @ Fred’s, Inc. (settlement reached for 2 board seats)
  • Ancora Advisors @ Edgewater Technology, Inc. (successful consent solicitation to remove and replace 4 directors)
  • Ancora Advisors @ Potbelly Corp. (settlement reached for 1 board seat)
  • Bandera Partners @ Rubicon Technology, Inc. (settlement reached for 1 board seat)
  • Elliott @ Affinion Group Holdings, Inc. (settlement reached to nominate 1 director)
  • Elliott @ Arconic Inc. (settlement reached to nominate 3 directors at the 2017 Annual Meeting, at the Annual Meeting all 3 directors were elected by shareholders)
  • Exodus Capital @ Alcobra Ltd. (settlement reached for 2 board seats)
  • Engaged @ Rent-A-Center, Inc. (successful proxy contest for 3 board seats)
  • Digirad @ Birner Dental Management Services, Inc. (settlement reached for 2 board seats)
  • FrontFour @ Clubcorp Holdings, Inc. (settlement reached for 2 board seats)
  • Gilead Capital @ Landauer, Inc. (settlement reached for 1 board seat and a mutual designee at the 2018 Annual Meeting)
  • Harvest Capital @ Meet Group Inc. (settlement reached for 2 new independent directors)
  • Legion Partners & CalSTRS @ Banc of California, Inc. (settlement reached for 2 new independent directors)
  • Macellum @ Citi Trends, Inc. (successful proxy contest for 1 board seat)
  • Krensavage @ RTI Surgical (settlement reached for 1 board seat)
  • Privet Fund @ Great Lakes Dredge & Dock Corporation (settlement reached for 1 board seat)
  • Purple Mountain/Jeereddi @ Tuesday Morning Corp. (settlement reached for Company to nominate 1 director nominee)
  • Raging Capital @ Intermolecular, Inc. (settlement reached for 1 board seat)
  • Richmond Brothers @ Rockwell Medical Inc. (successful proxy contest for 1 board seat)
  • Sessa Capital @ Ashford Hospitality Prime, Inc. (settlement reached for 2 board seats and for another director at a later date)
  • Sidus @ Harte Hanks Inc. (settlement reached for 2 board seats)
  • Simcoe @ Exar Corporation (settlement reached for 1 board seat)
  • Starboard @ comScore, Inc. (settlement reached for 4 board seats)
  • Starboard @ Depomed, Inc. (settlement reached for 3 board seats including the replacement of the CEO)
  • Starboard @ Perrigo Company plc (settlement reached for 5 board seats)
  • SW Investment/Ronin Capital @ Peregrine Pharmaceuticals, Inc. (settlement reached to remove all incumbent directors and reconstitute the board)
  • VIEX @ Maxwell Technologies Inc. (settlement reached for 1 board seat)
Notable 2016 Successful Campaigns for Board Representation:
  • Bradley Radoff, Joshua Schechter and Oliver Press Investors, LLC @ Altisource Residential Corporation (settlement reached to add 2 new independent directors and purchase an additional $65 million of common stock)
  • Central Square @ PICO Holdings, Inc. (settlement reached for 2 board seats)
  • Elliott Management @ Alcoa, Inc. (settlement reached to expand board by 3 members)
  • Elliott Management @ CDK Global, Inc. (settlement reached for 2 independent directors identified by Elliott)
  • Engaged Capital @ Benchmark Electronics Inc. (successful proxy contest for 2 board seats)
  • Engine Capital @ Sparton Corporation (settlement reached for 2 board seats)
  • Harvest Capital @ Green Dot Corporation (successful proxy contest for 2 board seats)
  • Iroquois Capital @ Neurotrope, Inc. (settlement reached for 2 board seats and resignation of CEO and two board members)
  • JCP Investment @ CST Brands, Inc. (settlement reached for 1 board seat and initiate a strategic alternatives review)
  • Land & Buildings @ FelCor Lodging Trust (settlement reached for 2 board seats)
  • Legion Partners @ L.B. Foster Co. (settlement reached for 1 board seat)
  • Lone Star Value @ Edgewater Technology, Inc. (settlement reached for expansion of board and 2 seats)
  • Marathon Partners @ Shutterfly, Inc. (successful election of 2 out of three director nominees at annual meeting and overwhelming rejection of company’s executive compensation proposals)
  • Potrero Capital @ Datawatch Corporation (successful withhold campaign and settlement reached for 1 board seat)
  • Privet Fund @ Frequency Electronics, Inc. (settlement reached for expanded board and 2 board seats)
  • Snow Park Capital @ Monogram Residential Trust, Inc. (settlement reached for an observer to the board)
  • Starboard @ Advance Auto Parts (settlement reached for Starboard CEO Jeff Smith to join the Board and Starboard to designate 2 additional directors)
  • Starboard @ The Brink’s Company (settlement reached for 3 board seats and for CEO to step down and retire)
  • Starboard @ Depomed, Inc. (settlement reached for 3 board seats)
  • Starboard @ Insperity, Inc. (settlement reached for 1 board seat and an additional independent director to be added)
  • Starboard @ Marvell Technology Group Ltd. (settlement reached for 3 board seats and an additional independent director to be added at a later date)
  • Starboard @ Yahoo! Inc. (settlement reached for 4 board seats)
  • TCS Capital @ Angie's List, Inc. (settlement reached for 3 board seats)
  • Viex @ Support.com Inc (successful proxy contest for 5 board seats)
  • Viex @ YuMe, Inc. (successful proxy contest for 2 board seats)
  • William J. Pulte @ PulteGroup, Inc. (settlement reached for 1 board seat)
  • WW Investors LLC @ New York REIT, Inc. (settlement reached for 3 board seats)
Recent Alternative Campaigns:
  • Bradley Radoff & Etude Capital @ OHA Investment Corp. (agreement reached in connection with the consideration of a possible negotiated transaction)
  • Broadfin Capital @ BioDelivery Sciences International, Inc. (agreements reached for 3 board seats and for BDSI equity financing led by Broadfin)
  • Digirad @ Aviragen Therapeutics, Inc./Vaxart, Inc. (agreement reached following improved merger terms)
  • Elliott @ NXP Semiconductors NV/QUALCOMM Inc. (agreement reached following improved merger terms)
  • Engaged Capital @ HeartWare International, Inc. (settlement reached to appoint 1 new director and terminate its proposed acquisition of Valtech Cardio)
  • Engine Capital @ Navigant Consulting, Inc. (agreement reached to extend share repurchase authorization)
  • FrontFour Capital @ ILG, Inc. (withdrew nominations after announced merger with Marriott)
  • Iroquois Capital @ Real Goods Solar, Inc. (agreement reached to stop soliciting proxies against Company’s proposals and for expense reimbursement)
  • Karpus @ Morgan Stanley Investment Management Inc. (agreement reached for merger of Morgan Stanley Income Securities Inc. into a Morgan Stanley Open-End Mutual Fund)
  • Karpus Management @ Federated Premier Intermediate Municipal Income Fund (settlement reached to conduct a cash tender offer for up to 20% of its outstanding common shares and to merge with another Federated Investment Management fund)
  • Karpus Management @ Madison Covered Call & Equity Strategy Fund /Madison Strategic Sector Premium Fund (settlement reached a tender offer for up to 15% of the outstanding common shares and an additional tender offer approximately 6 months after the close of the initial tender offer for up to 7.5% of the outstanding common shares)
  • Karpus Management @ Madison Covered Call & Equity Strategy Fund /Madison Strategic Sector Premium Fund (successful campaign to block merger and the successful election of 2 director nominees)
  • Marathon Partners @ J. Alexander's Holdings, Inc. (successful campaign against J. Alexander's proposed acquisition of 99 Restaurants)
  • Potrero Capital @ Datawatch Corporation (successful withhold campaign and settlement reached for 1 board seat)
Ongoing Activist Campaigns:
  • Brad Radoff & Sidus Investment (seeking election of 2 director candidates at 2018 Annual Meeting)
  • Engaged Capital @ Apogee Enterprises, Inc. (discussions to maximize shareholder value)
  • Starboard @ Mellanox Technologies, Ltd. (seeking election of 8 director candidates at 2018 Annual Meeting)
  • Stilwell Value @ Wheeler Real Estate Investment Trust, Inc. (seeking election of 2 director candidates at 2018 Annual Meeting)
Recent Canadian Campaigns:
  • Ancora Advisors @ Element Fleet Management Corp. (separate agreements reached for cumulative 4 board seats)
  • Bradley L. Radoff/JEC Capital Partners @ Photon Control Inc.(settlement reached for 2 board seats)
  • Engine Capital @ RDM Corporation (settlement reached for 1 board seat)
  • Engaged Capital @ SunOpta, Inc. (settlement reached for 1 board seat)
  • JCP Investment Management @ Crius Energy Trust (settlement reached for 1 board seat)
  • Maglan Capital @ Madalena Energy (settlement reached for 1 board seat and the appointment of a new Chairman)
  • Mangrove Partners @ Atlantic Power Corporation (settlement reached for 1 board seat)

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