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Activist & Equity Investment Practice

More than 500 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 The Wall Street Journal/FactSet, 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.

No. 1 Ranked Legal Advisor to Activist Investors

Our Group is widely recognized as the nation's premier practice in representing investors in activist campaigns. We are consistently ranked as the No. 1 legal advisor to activist investors by just about every league table and publication that covers shareholder activism, including the WSJ-FactSet Activism Scorecard, Thomson Reuters’ Global Shareholder Activism Scorecard and Activist Insight Monthly. We led the way again in 2016, having advised on 85 activist campaigns according to WSJ-FactSet, or 60 more campaigns than our next closest competitor.

Proven Track Record

Our Activist attorneys have been involved in seeking board representation at over 400 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, 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.

Click here to view our most recent webinar:

Shareholder Activism: Investing in a Stronger Corporate America

Recent Successful Campaigns for Board Representation:
  • Alden Global @ Fred’s, Inc. (settlement reached for 2 board seats)
  • Alden Global @ Fred’s, Inc. (settlement reached for an additional board seat)
  • 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 @ PICO Holdings Inc. (settlement reached for 1 board seat)
  • Biotechnology Value Fund @ XOMA Corp. (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)
  • Engine Capital @ Jive Software Inc. (settlement reached for 1 board seat)
  • 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 @ Green Dot Corporation (settlement reached to appoint an observer and adviser to the board)
  • 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)
  • Snow Park @ Monogram Residential Trust, Inc. (settlement reach to extend agreement to reappoint an adviser to the board)
  • 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)
  • Simcoe @ Exar Corporation (settlement reached for 1 board seat)
  • VIEX @ Bazaarvoice, Inc. (settlement reached for 1 board seat)
  • VIEX @ Immersion Corporation (settlement reached for an independent director to be nominated and recommended for election at the upcoming Annual Meeting)
  • VIEX @ Maxwell Technologies Inc. (settlement reached for 1 board seat)
  • VIEX @ SeaChange (settlement reached to appoint an independent director recommended by VIEX to the board of directors)
Notable 2016 Successful Campaigns for Board Representation
  • BLR Partners @ Newcastle Investment Corp. (settlement reached for 1 board seat)
  • 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)
  • Cove Street @ Forestar Group, Inc. (settlement reached for 1 board seat)
  • Dialectic Capital @ Covisint Corporation (settlement reached for 3 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)
  • Engaged Capital @ HeartWare International, Inc. (settlement reached to appoint 1 new director and terminate its proposed acquisition of Valtech Cardio)
  • Engaged Capital @ MagnaChip Semiconductor Corp. (settlement reached for 2 board seats)
  • Engine Capital @ MYR Group Inc. (settlement reached 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 @ LRAD Corporation (settlement reached for 2 board seats and resignation of CEO)
  • 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 @ Callon Petroleum Company (settlement reached for 1 board seat)
  • Lone Star Value @ Edgewater Technology, Inc. (settlement reached for expansion of board and 2 seats)
  • Lone Star Value @ Harris & Harris Group (settlement reached for 1 board seat)
  • Lone Star Value @ Rentech, Inc. (settlement reached for 1 board seat)
  • 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)
  • Raging Capital @ A. M. Castle & Co. (settlement reached for 1 board seat)
  • Raging Capital @ Intermolecular, Inc. (settlement reached for 1 board seat)
  • 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)
  • Stilwell Group @ Anchor Bancorp (settlement reached for 1 board seat)
  • 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:
  • Elliott Management @ Qlik Technologies Inc. (engaged in the strategic review process in which Thoma Bravo acquired Qlik in a transaction valued at $3 billion)
  • Engaged Capital @ HeartWare International, Inc. (settlement reached to appoint 1 new director and terminate its proposed acquisition of Valtech Cardio)
  • 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 @ The New Ireland Fund, Inc. (settlement reached for a potential modified Dutch auction of up to 25% of the outstanding shares)
  • Karpus Management @ The Zweig Total Return Fund, Inc. & Zweig Fund, Inc. (settlement reached for tender offer program for up to 25% of each funds outstanding shares through an initial offer of up to 15% of outstanding shares and two conditional offers of up to 5% each)
  • Potrero Capital @ Datawatch Corporation (successful withhold campaign and settlement reached for 1 board seat)
  • Western Investment @ Advent/Claymore Enhanced Growth & Income Fund (settlement reached for an in-kind tender offer for up to 32.5% of the company's outstanding common shares)
Ongoing Activist Campaigns:
  • Aristeia Capital @ Sina Corp. (seeking election of 2 directors candidates at the Annual Meeting)
  • Bradley Radoff & Josh Schechter @ Omega Protein (engage in discussions regarding the potential sale of the company and other means to maximize shareholder value)
  • Bradley Radoff & Etude Capital @ OHA Investment Corp. (intend to engage in discussions regarding means to maximize shareholder value)
  • Cove Partners @ American Realty Capital New York City REIT, Inc. (urging shareholders to vote against the proposed amendments to the charter)
  • Iroquois Capital @ Real Goods Solar, Inc. (urging shareholders to withhold votes from the re-election of the 5 director nominees at the upcoming annual meeting)
  • Iroquois Capital @ Real Goods Solar, Inc. (urging shareholders to withhold votes from the re-election of the five director nominees at the upcoming annual meeting)
  • Land & Buildings @ Brookdale Senior Living Inc. (supporting the company in seeking strategic alternatives)
  • Land & Buildings @ Hudson’s Bay Co. (urging the company to consider strategic alternatives, including possibly taking the company private or redeveloping its real estate holdings)
  • Land & Buildings @ RLJ Lodging Trust (urging company to seek strategic alternatives)
  • Legion Partners @ The Chef’s Warehouse Inc. (call on company to take steps to improve its governance and increase transparency)
  • Mudrick Capital @ Verso Corp. (continue engaging in discussions to help enact a strategic plan that will return value to stockholders)
  • Praesidium @ Progress Software Corp. (discussing ways to enhance shareholder value with company)
  • Raging Capital @ Rentech, Inc. (engaging in constructive discussions with the board to maximize shareholder value)
  • Stilwell Value @ Wayne Savings Bancshares, Inc. (will seek board representation if Company is not sold by the 2018 Annual Meeting)
  • Stilwell Value @ Wheeler Real Estate Investment Trust, Inc. (intend to work with company to maximize shareholder value)
  • SW Investment/Ronin Capital @ Peregrine Pharmaceuticals, Inc. (seeking election of 3 director candidates at the Annual Meeting)
  • Wolverine @ OptimizeRx Corporation (seeking a sale of the company or that the company find a strategic partner)
Recent Canadian Campaigns:
  • Bradley L. Radoff/JEC Capital Partners @ Photon Control Inc.(settlement reached for 2 board seats)
  • Columbia Pacific @ TeraGo Inc. (seeking Board reconstitution)
  • Engine Capital @ RDM Corporation (settlement reached for 1 board seat)
  • Engaged Capital @ SunOpta, Inc. (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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