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Andrew Freedman Quoted in The Deal on Elaine Wynn’s Boardroom Shakeup

April 30, 2018

Andrew Freedman, Co-Head of Olshan’s Activist & Equity Investment Group, was quoted in The Deal (subscription required) regarding Elaine Wynn and her recently announced boardroom insurgency at Wynn Resorts.  Wynn is attempting to nominate a change-of-control slate of dissident director candidates at Wynn Resorts even though the deadline for nominating directors has passed.  Wynn’s decision to nominate directors stems from new material information regarding Wynn Resorts proposed merger with Fujifilm that surfaced after the nomination deadline, as a result, Wynn has to decide whether she will file a lawsuit seeking to compel Wynn Resorts to re-open its director nomination window. Commenting on the issue Mr. Freedman said, “Had the shareholder been aware of the material information or activities engaged in by the board or executive officers before the nomination deadline she would have run a director slate.” In addition, Freedman referenced a situation that emerged in 2009 when Carl Icahn filed a lawsuit against Amylin Pharmaceuticals when he learned that, after the director nomination deadline, Amylin had rejected an acquisition proposal with a substantial premium offer from Bristol-Meyers Squibb. Mr. Freedman noted, “Icahn was able to convince a Delaware court that Amylin’s board had drastically changed its position on a sale of the company and that shareholders should be able to nominate directors.”

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