Adam W. Finerman: Lawyer with Olshan Frome Wolosky LLP

Adam W. Finerman

Partner
New York,  NY  U.S.A.
Phone212.451.2289

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Experience & Credentials
 

Practice Areas

  • Corporate/Securities Law
  • Activist Practice
 
University The Wharton School at the University of Pennsylvania, B.S.E., 1987; The Wharton School at the University of Pennsylvania, M.B.A., 1991
 
Law SchoolUniversity of Pennsylvania Law School, J.D., 1991
 
Admitted1992, New York
 
Memberships 

Professional & Community Affiliations

Association of the Bar of the City of New York

Member, board of directors for Xstelos Holdings, Inc., a public company which (through its predecessor) acquired CPEX Pharmaceuticals, Inc., an emerging specialty pharmaceutical company in 2011.

 
BornNew York, N.Y., April 23, 1965
 
Biography

Adam W. Finerman is a skilled corporate and securities lawyer with broad experience in proxy contests and mergers and acquisitions.

Adam also advises hedge funds and investment funds on equity investments in public companies, including activist situations in which shareholders are seeking representation on the board of directors of public companies. He has represented shareholder activists in numerous proxy contests in several states. He also has assisted hedge funds in avoiding protracted proxy contests by advising on strategies that have enabled them to obtain board representation and influence management to implement corporate governance reform.

Adam has extensive experience representing publicly and privately held buyers and sellers in mergers, asset acquisitions and divestitures, stock purchase transactions, and public and private financing transactions.

He counsels numerous public companies in their transactional and securities work as well as on general corporate matters, including corporate governance, SEC reporting requirements and other public company obligations.

He also represents numerous hedge funds and other investment funds in their transactional work, and principals and shareholders in privately owned businesses.

News, Events & Publications

Media Mentions/News

Wall Street Journal Highlights Success of Olshan Client Nina McLemore
July 2, 2014

Olshan Client Pharmacyclics Featured in Numerous Media Reports Announcing First Commercial Drug Approved by FDA
November 13, 2013

Olshan Recognized as Best Law Firm in New York for Securities/Capital Markets and Real Estate by U.S. News-Best Lawyers
November 1, 2013

Olshan Client Pharmacyclics Enjoys Significant Growth in 2013
July 29, 2013

Activist Client Perry Corp. Highlighted in New York Times
July 23, 2013

Adam Finerman Quoted on Buzzfeed.com
July 2, 2013

Activist Client Perry Corp. Highlighted in Bloomberg and Times
May 4, 2013

Olshan Client Art Lipson, Principal of Western Investment, Highlighted in Wall Street Journal
April 3, 2013

Olshan Represents Pharmacyclics in Successful $207.2 Million Public Offering
March 8, 2013

BP Clothing Chapter 11 Reorganization Plan Gets Court Approval
April 26, 2012

Media Reports on BP Clothing Bankruptcy Filing
December 14, 2011

Pharmacyclics Completes $57.1 Million Registered Direct Offering
June 17, 2011

Finerman Closes Footstar Acquisition of CPEX Pharma
April 5, 2011

Olshan's Client Footstar Acquires CPEX Pharma
January 4, 2011

Pharmacyclics Completes $52.4 Million Registered Direct Offering
June 17, 2010

Olshan Client Biotechnology Value Fund's Investments Highlighted
May 19, 2010

Barron's Covers Olshan Client Western Investment's Challenge to Boulder Investment Advisers
April 5, 2010

Biotechnology Value Fund's Investments Highlighted
February 18, 2010

Finerman and Schlesinger Handle Collins Stock Sale
February 17, 2010

Governance Compendium Series Publishes Article by Wolosky and Finerman
December 30, 2009

Times Reports on Successful Proxy Contest for Biotechnology Company
March 27, 2009

Wolosky and Finerman Serve as Speakers at Activism Summit
September 23, 2008

Olshan Advises Largest Stockholder of Pharmacyclics, Inc.
September 11, 2008

Wall Street Journal Covers Western's Challenge to Cohen & Steers
July 14, 2008

Wolosky Represents Buyer of Landry's Restaurants for $1.3 billion
June 16, 2008

Nanes Delorme Settlement Covered in Oil and Gas Investor
June 2, 2008

Times Reports on Investment by Western
April 29, 2007

Speaking Engagements

Olshan Webinar: Shareholder Activism - Issues, Tactics and Trends
August 15, 2012

Wolosky and Finerman Serve as Speakers at Activism Summit
September 23, 2008

Publications

Developments in Proxy Contests and Corporate Governance
December 2009
The Altman Group: Governance Compendium Series

Articles & Alerts

The Dodd-Frank Act: Registration Requirements for Private Fund Advisers
September 2010

The Dodd-Frank Act: Overview of Impact on Public Companies
September 2010

SEC Releases Interpretive Guidance on Climate Change Disclosure
February 2010

Co-Author, Developments in Proxy Contests and Corporate Governance, The Altman Group: Governance Compendium Series
December 9, 2009

NASDAQ Amends Rules Regarding Advance Notice of Material Information
November 2009

Elimination of Broker Discretionary Voting in Director Elections
July 2009

SEC Proposes New Shareholder Proxy Access Rules
May 2009

Delaware Amends Its General Corporation Law
May 2009

Hedge Fund Transparency Act Would Require Hedge Funds and Other Private Funds to Register with the SEC in Order to Remain Exempt from Regulation as Investment Companies
February 2009

Federal Reserve Issues Policy Statement Relaxing Longstanding Rules Regarding Minority Shareholder Investments in Banks - Permits a Minority Investor to Have a Single Representative on the Board of Directors of a Banking Organization
September 29, 2008

Panelist, Has Hedge Fund Activism Gone Too Far? The Case for Tough Love; IMN's Second Annual Hedge Fund Activism and Shareholder Value Summit in Phoenix, Arizona
September 2008

Delaware Supreme Court Determines Stockholder-Proposed Bylaw Relating to Proxy Expense Reimbursement to be Invalid
July 30, 2008

Executive Compensation: New Disclosure Obligations, Compensation and Benefits Management
1993
Co-Author, Vol. 9, No. 4pp. 29 - 40

 
Reported CasesRepresentative Matters; Proxy Contests and Negotiated Board Representation; Advised Western Investment in successful proxy contest against Macquarie Global Infrastructure Total Return Fund, resulting in Western Investment's director nominee and stockholder proposal receiving a majority of the votes cast at the fund's 2012 annual meeting. Advised Mast Capital in successfully reaching an agreement with Lodge; Net Interactive Corporation resulting in appointment of two directors.; Advised the largest stockholder of Pharmacyclics, Inc. in negotiations, resulting in four out of six board members being replaced with the stockholder's designees, thereby avoiding a proxy contest. Advised TL Investment Gmb; H in successful negotiations with Lantronix, Inc.; Advised Biotechnology Value Fund in proxy contest to replace board of Avigen, Inc. and in tender offer by BVF to acquire shares of Avigen. Advised La; Grange Capital Partners in successfully obtaining three board seats at Forward Industries. Advised Western Investment in successfully reaching an agreement with Hambrecht & Quist Capital Management LLC, resulting in an issuer tender offer by H&Q Life Sciences Investors at a price equal to 98% NAV. Advised Western Investment in successfully reaching an agreement with LMP Capital and Income Fund Inc., resulting in a series of 5% issuer tender offers at a price equal to 98% NAV. Advised Western Investment regarding its investment in TS&W/Claymore Tax-Advantaged Balanced Fund (TYW), including Western Investment's tender offer for up to 5.2% of TYW's outstanding stock and its proxy contest at TYW's 2010 annual meeting, at which a majority of shareholders voted in support of Western Investment's director nominee and its Rule 14a-8 shareholder proposal, resulting in TYW agreeing to reorganize into a newly created open-end mutual fund. Advised Western Investment in successfully reaching an agreement with Deutsche Investment Management Americas Inc., resulting in a program of issuer tender offers at a price equal to 99% NAV at DWS Dreman Value Income Edge Fund (DHG) and DWS Global High Income Fund, an open market repurchase program at DHG, and the merger of DWS RREEF World Real Estate Fund (DRP) into DWS RREEF Global Real Estate Securities Fund, an open-end fund. Advised Western Investment in successive proxy contests against DWS Enhanced Commodity Strategy Fund, Inc. (GCS), resulting in Western Investment's slate of director nominees receiving a majority of the votes cast at GCS's 2008 and 2010 annual meetings and GCS's merger into an open-end fund. Previously advised Western Investment in proxy contests against DHG and DRP, resulting in Western Investment's slate of director nominees receiving a majority of the votes cast at each fund's 2010 Annual Meeting. Advised Western Investment in its proxy contest against MCG Capital Corporation, resulting in Western Investment successfully blocking MCG Capital's efforts to conduct dilutive share offerings. Advised Western Investment in a successful proxy contest against Pioneer Municipal & Equity Income Trust, resulting in the election of two Western Investment nominees to the board. Advised Western Investment in a successful proxy contest against Investment Grade Municipal Income Fund Inc. at the Fund's 2009 Annual Meeting, resulting in the approval of Western Investment's stockholder proposal that the Fund's board not retain UBS Global AM and certain other entities as its investment manager. Advised Western Investment in successfully reaching an agreement with the Neuberger Berman Closed End Funds, ending the proxy contests and resulting in a series of semi-annual tender offers by the Funds at a price equal to 98% NAV. Advised Western Investment in its numerous investments in closed-end funds in an effort to cause management and the board to take affirmative actions to reduce the discount to Net Asset Value of each of Cohen & Steers REIT & Utility Income Fund, Inc., Cohen & Steers Select Utility Fund, Inc. and John Hancock Tax-Advantaged Dividend Income Fund. Advised Nanes Delorme in a proxy contest to elect three director nominees to the board of VAALCO Energy, Inc. Advised Palisair Capital LLP in a proxy contest to elect one director nominee to the board of 1st Century Bancshares, Inc. Represent numerous hedge funds in proxy contests and stockholder activism with public companies. Mergers & Acquisitions; Represented Xstelos Holdings, Inc. (formerly Footstar, Inc.) in its acquisition of CPEX Pharmaceuticals, Inc. Advised SL Industries, Inc. on tender offer. Represent Tilman J. Fertitta, Chairman and Chief Executive Officer of Landry's Restaurants, Inc., in merger agreement with Landry's valued at approximately $1.3 billion. Represented Steel Partners in its unsolicited $100 million cash tender offer for Bairnco Corporation. After commencing a consent solicitation to remove the company's board, successfully negotiated a friendly merger transaction. Represented BNS Holding Corp. in connection with its acquisition of Collins Industries, in a transaction valued at approximately $134 million. Represent public company in plan of divestiture entailing the sale of up to four of its divisions. Represented NYSE public company in its sale of a division for approximately $95 million. Represented investor group in the acquisition of assets and signing of Trademark License Agreement with Phat Fashions, LLC relating to the BABY PHAT clothing line. Represented the company in a subsequent recapitalization transaction. Other Transactions; Represented Pharmacyclics Inc. in a $207.2 million overnight public offering of 2.2 million shares of its common stock. Represented Pharmacyclics, Inc. in several registered direct offerings aggregating over $100 million. Represent many private companies, including a start-up fashion designer, in private financing transactions. Represented numerous borrowers in multimillion-dollar credit facilities. Represent numerous public companies in their reporting obligations, financings and acquisitions and divestitures.
 
ISLN901115858
 

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Credit Bidding Alive and Well in Delaware: Follow Up on Fisker Automotive
Adam W. Finerman,Jonathan T. Koevary,Mitchell Raab, May 29, 2014
In January, we first wrote about the Fisker Automotive case.[1] Recall that in Fisker, Judge Kevin Gross of the United States Bankruptcy Court for the District of Delaware capped Hybrid Tech Holdings’ credit bid for Fisker’s hybrid electric vehicle company at $25 million. The Judge...
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Office Information

Adam W. Finerman

65 East 55th Street
New YorkNY 10022




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