Main Menu Jump to Content Search
Practice Overview
Practices

Activist & Equity Investment Practice

More than 900 Activist Campaigns since 2005  
Click here to see a list of our Recent Activist Campaigns
 rss feed Receive RSS Feeds



Widely recognized and 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 Legal 500 United States Guide, FactSet SharkRepellent, Bloomberg, Refinitiv, Activist Insight Monthly and The Deal Activism League Table.

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 2019 as the no. 1 ranked law firm advising in the area of Shareholder Activism. As the nation’s premier practice representing activist investors, Olshan's activist attorneys advised on 141 activist engagements in 2019. Olshan’s no. 1 ranking is highlighted in league tables and publications that cover shareholder activism, including the FactSet SharkRepellent League Table, Bloomberg Activism Advisory League Tables, Refinitiv Global Shareholder Activism Scorecard, Activist Insight Monthly and The Deal Activism League Table. The Legal 500 United States guide to leading law firms and attorneys has named Olshan's Shareholder Activism Practice as a Top Tier 1 Leading Firm in M&A/corporate and commercial: Shareholder Activism - advice to shareholders for 2019 and 2020. The publication affirmed that Olshan "advises leading activist hedge funds on their campaigns" and "also handles M&A related activism."

Proven Track Record

Our Activist attorneys have been involved in seeking board representation at over 700 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. The Group has represented Starboard Value on its “historic” full board victory at Darden Restaurants; H. Partners on its successful, precedent setting withhold campaign at Tempur Sealy; Starboard Value in its successful settlement at Yahoo!; Elliott Management in its successful settlement at Alcoa, Inc.; Engaged Capital in its successful campaign at HeartWare International, Inc.; and George Feldenkreis, founder and former Executive Chairman of Perry Ellis International, Inc., in his nomination of directors and successful unsolicited  acquisition of Perry Ellis.

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.

Noteworthy

Recent Successful Campaigns for Board Representation:
  • Ancora Advisors @ J. Alexander's Holdings, Inc. (settlement reached for 1 board seat)
  • AREX Capital @ Fiesta Restaurant Group, Inc. (settlement reached for 1 board seat)
  • AREX Capital @ ZAGG Inc. (settlement reached for 1 board seat)
  • Daniel A. Ninivaggi (Protean Services LLC) @ Tenneco Inc. (settlement reached for 1 board seat)
  • D.C. Capital @ Superior Industries International Inc. (settlement reached for 1 board seat)
  • Elliott Management @ Evergy, Inc. (settlement reached for 2 board seats)
  • Elliott Management @ Peabody Energy Corporation (settlement reached for 3 board seats)
  • Elliott Management @ Twitter, Inc. (settlement reached for 1 board seat)
  • Engaged Capital @ Apogee Enterprises, Inc. (settlement reached for 3 board seats)
  • Engaged Capital @ SunOpta Inc. (agreement reached to invest up to a total of $60 million in SunOpta in the form of exchangeable preferred shares and SunOpta has committed to nominating a designee of Engaged to serve on its board)
  • Engine Capital @ Harvard Bioscience Inc. (settlement reached for 1 board seat)
  • Engine Capital @ PDL BioPharma, Inc. (settlement reached for 1 board seat)
  • Engine Capital @ PFSweb, Inc. (settlement reached for 1 board seat)
  • H Partners @ Six Flags Entertainment Corporation (settlement reached for 1 board seat)
  • Impactive Capital @ Avid Technology, Inc. (settlement reached for 1 board seat)
  • JCP Investment @ Innovative Food Holdings, Inc. (settlement reached for 3 board seats)
  • Lawrence Seidman @ Bankwell Financial Group (settlement reached for 1 board seat)
  • Lion Point @ Sierra Wireless Inc. (settlement reached for 2 board seats)
  • Macellum Capital / Ancora Advisors @ Big Lots, Inc. (settlement reached for 3 board seats)
  • MIG Capital @ Groupon, Inc. (agreement reached to serve as an adviser to the board)
  • Oaktree Capital @ Infinera Corporation (settlement reached for 1 board seat)
  • Saba Capital @ Eaton Vance Floating-Rate Income Plus Fund (successful proxy contest for 3 board seats)
  • SevenSaoi Capital @ Zovio, Inc. (settlement reached for 1 board seat)
  • Starboard Value @ Acacia Research Corporation (settlement reached for 3 board seats)
  • Starboard Value @ AECOM (settlement reached for 3 board seats)
  • Starboard Value @ Box, Inc. (settlement reached for 3 board seats)
  • Stilwell Group @ Wheeler Real Estate Investment Trust, Inc. (successful proxy contest for 3 board seats)
  • VIEX @ Immersion Corp (settlement reached for 3 board seats)
Notable 2019 Successful Campaigns for Board Representation:
  • Altiva Management @ Progenics Pharmaceuticals, Inc. (successful consent solicitation for 5 board seats)
  • Elliott @ eBay, Inc. (settlement reached for 3 board seats)
  • Engaged Capital @ Del Frisco’s Restaurant Group Inc. (settlement reached for 1 board seat and to terminate its poison pill)
  • Engine Capital @ PFSweb, Inc. (settlement reached for 1 board seat)
  • Hestia Capital/Permit Capital @ GameStop Corp. (settlement reached for 2 board seats)
  • Hill Path Capital @ SeaWorld Entertainment, Inc. (settlement reached for 1 board seat)
  • Horton Fund @ Safeguard Scientifics, Inc. (settlement reached for 1 board seat)
  • Legion Partners, Macellum Advisors and Ancora Advisors @ Bed Bath & Beyond Inc. (settlement reached for 4 board seats)
  • Legion Partners @ Vonage Holdings Corp. (settlement reached for 1 board seat)
  • Macellum @ Citi Trends, Inc. (settlement reached for 1 board seat)
  • Prescience Point @ MiMedx Group, Inc. (settlement reached for 2 board seats)
  • Snow Park Capital @ Front Yard Residential Corporation (settlement reached for 2 board seats)
  • Starboard @ Cerner Corp (settlement reached for 4 board seats)
  • Starboard @ GCP Applied Technologies Inc. (settlement reached for 2 board seats)
  • Starboard @ Magellan Health Inc (settlement reached for 4 board seats)
  • Starboard @ Papa John’s International, Inc. (agreement reached for 3 board seats and Securities Purchase Agreement)
  • Rice Brothers @ EQT Corp. (successful proxy contest for 7 board seats)
  • Prescience Point @ MiMedx Group, Inc. (settlement reached for 2 board seats)
  • VIEX @ A10 Networks, 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)
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. (agreement reached to invest up to a total of $60 million in SunOpta in the form of exchangeable preferred shares and SunOpta has committed to nominating a designee of Engaged to serve on its board)
  • 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)
  • Waterton @ Hudbay Minerals Inc (settlement reached for reconstituted board)

Media Mentions/News

Events

Press Releases

Articles & Alerts

Publications

Back to Page