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Activist & Equity Investment Practice

More than 1,000 Activist Campaigns since 2005  
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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 Chambers USA (Band 1), 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 2020 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 119 activist engagements in 2020. 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. 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. Chambers noted in comments that, "It is an outstanding team. What distinguishes it is its lawyers are very strategic and understand interpersonal dynamics" and "The firm is top-notch for activist matters."  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 800 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

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Recent Successful Campaigns for Board Representation:
  • Ancora Advisors @ Forward Air Corp. (settlement reached for 5 board seats)
  • Barington @ Rambus Inc. (settlement reached for 1 board seat)
  • Bradley Radoff @ TETRA Technologies, Inc. (settlement reached for 1 board seat)
  • Elliott Management @ Alkermes Plc (settlement reached for 1 board seat)
  • Elliott Management @ Public Storage (settlement reached for 2 board seats)
  • Elliott Management @ Principal Financial Group, Inc. (settlement reached for 2 board seats)
  • Engaged Capital @ Evolent Health, Inc. (settlement reached for 1 board seat and proposal to declassify Board)
  • Engaged Capital @ New Relic, Inc. (settlement reached for 1 board seat)

  • Ewing Morris & Co. @ Cedar Realty Trust, Inc. (settlement reached for 1 board seat)
  • Hill Path @ Dave & Buster's Entertainment, Inc. (settlement reached for 1 board seat)
  • HoldCo Asset Management @ Berkshire Hills Bancorp, Inc. (settlement reached for 2 board seats)
  • Jon S. Kelly Administrative Trust @ Bank of Marin Bancorp (settlement reached for 1 board seat)
  • Land & Buildings @ American Campus Communities, Inc. (settlement reached for 3 board seats)
  • Legion Partners @ OneSpan Inc. (settlement reached for 2 board seats)

  • Macellum Capital, Ancora Advisors, Legion Partners, and 4010 Capital @ Kohl’s Corporation (settlement reached for 3 board seats)
  • Maran Partners @ Scott’s Liquid Gold-Inc (settlement reached for 3 board seats)
  • MG Capital @ Alpha Metallurgical Resources, Inc. (f/k/a Contura Energy, Inc.) (settlement reached for 3 board seats)
  • Ryan Cohen @ GameStop Corp. (settlement reached for 3 board seats)
  • Saba Capital @ Templeton Global Income Fund (successful proxy contest for 4 board seats)
  • Starboard Value @ ACI Worldwide, Inc. (settlement reached for 2 board seats)
  • Starboard Value @ eHealth, Inc. (settlement reached for 1 board seat)
  • Starboard Value @ Corteva, Inc. (settlement reached for 3 board seats)
  • Summers Value Partners @ Electromed, Inc. (settlement reached for 2 board seats)
  • WaterMill Asset Management @ ZIOPHARM Oncology Inc. (successful consent solicitation for 2 board seats and settlement agreement reached for 1 board seat)
Notable 2020 Successful Campaigns for Board Representation:
  • Ancora Advisors @ J. Alexander's Holdings, 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)
  • 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)
  • Engine Capital @ Harvard Bioscience Inc. (settlement reached for 1 board seat)
  • Hestia Capital/Permit Capital @ GameStop Corp. (successful proxy contest for 2 board seats)
  • 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)
  • Lion Point @ Sierra Wireless Inc. (settlement reached for 2 board seats)
  • Macellum Capital / Ancora Advisors @ Big Lots, Inc. (settlement reached for 3 board seats)
  • Marathon Partners @ e.l.f. Beauty, Inc. (settlement reached for 1 board seat)
  • Oaktree Capital @ Infinera Corporation (settlement reached for 1 board seat)
  • Privet Fund @ Synalloy Corporation (successful proxy contest for 3 board seats)
  • Saba Capital @ Eaton Vance Floating-Rate Income Plus Fund (successful proxy contest for 3 board seats)
  • 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)
  • Starboard Value @ GCP Applied Technologies, Inc. (successful proxy contest for 8 board seats)
  • Starboard Value @ Merit Medical Systems, Inc. (settlement reached for 3 board seats)
  • Stilwell Group @ Wheeler Real Estate Investment Trust, Inc. (successful proxy contest 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)
Notable 2018 Successful Campaigns for Board Representation:
  • Broadfin Capital @ BioDelivery Sciences International, Inc. (agreements reached for 3 board seats and for BDSI equity financing led by Broadfin)
  • 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 @ Team, Inc. (settlement reached for 2 board seats)
  • Horton Fund/Sierra Group @ Safeguard Scientifics, Inc. (settlement reached for 2 board seats)
  • Kanen Wealth Management @ Aqua Metals, Inc. (settlement reached for 2 board seats)
  • 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)
  • Richmond Brothers @ Rockwell Medical Inc. (settlement reached for 2 board seats and to declassify the board)
  • 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)
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)
  • FrontFour @ Clubcorp Holdings, Inc. (settlement reached for 2 board seats)
  • 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)
  • 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)
  • 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)
  • 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)
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 Management @ 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 @ First Trust/Aberdeen Global Opportunity Income Fund (settlement reached for a tender offer for up to 20% of the outstanding common shares)
  • 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)
  • Karpus Management @ Western Asset Inflation-Linked Income Fund (settlement reached for a tender offer for up to 20% of the outstanding common shares)
  • 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. (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)
  • Waterton @ Hudbay Minerals Inc (settlement reached for reconstituted board)

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