Steve Wolosky

Steve Wolosky: Attorney with Olshan Frome Wolosky LLP AV stamp icon
Attorney Awards

Biography

Activist & Equity Investment Practice Co-Chair Steve Wolosky is a nationally recognized corporate and securities lawyer who counsels clients in the areas of proxy contests and mergers and acquisitions. Steve has been ranked by Chambers USA as a “Leading Lawyer” in Corporate/M&A: Shareholder Activism category. According to Chambers USA, Steve is “a pioneer in the industry and maintains an impressive practice representing high-profile activist investors both nationally and internationally.

A pioneer in shareholder activism, Steve spearheaded Olshan’s Shareholder Activism Practice more than 25 years ago. Today, he is one of the leading lawyers in the country advising hedge funds and investment partnerships on activist situations in the United States and worldwide. Steve advises on some of the most high-profile activist campaigns year-in, year-out. Most notably, Steve led the pre-eminent proxy contest of 2014 representing Starboard Value’s unprecedented, “extraordinary,” and “historic” victory in its election contest against Darden Restaurants, Inc. In 2015 Steve led client H Partners to an unprecedented withhold campaign victory at Tempur Sealy and advised Elliott Associates on its successful campaign at Arconic in 2017. In international news-making cases, Steve represented foreign clients who successfully obtained board representation for the first time in both Japan, South Korea and Israel. Steve has led over 650 proxy contests for board representation in his career.

Olshan’s Shareholder Activism Practice led the way again in 2018 as the no. 1 ranked law firm advising in the area of Shareholder Activism. As the nation’s premier practice representing activist investors, Olshan advised on 100 activist campaigns in 2018. Olshan’s no. 1 ranking is highlighted in league tables and publications that cover shareholder activism, including the FactSet SharkRepellent League Table, Thomson Reuters’ Global Shareholder Activism Scorecard and Activist Insight Monthly.

Steve advises clients in negotiating mergers and acquisitions and hostile takeovers of public companies. He has extensive experience representing public and private issuers of debt and equity securities, purchasers and sellers in mergers, stock and asset transactions, and investment funds in their formation, capital raising and investment transactions. Steve frequently counsels corporate clients in corporate planning and structuring activities, corporate governance matters, dealings with stock exchanges, and public company compliance matters.

Steve is regularly quoted as an industry expert in The Wall Street Journal, Reuters, The Deal, Law360, and in other notable media publications discussing important trends in shareholder activism. He also lectures at corporate and securities law conferences, and speaks on distinguished activist panels throughout the country.

Steve has been cited for his preeminence in shareholder activism and corporate and securities. According to Chambers USA, Steve is the go-to guy, no question when it comes to representing activists. Legal 500 US has recognized Steve as an elite Leading Lawyer in M&A/corporate and commercial - Corporate Governance. In Best Lawyers in America, his clients are quoted as saying that he possesses a deep understanding of both business and legal needs of the client.” In addition, he is Martindale-Hubbell AV ( Preeminent ) rated by his peers and consistently named to the New York Super Lawyers list since 2006.

Steve received his J.D. from Benjamin N. Cardozo School of Law and holds a B.A. from Brooklyn College of the City University of New York.

Honors

•Steve has been ranked as a Leading Lawyer in Corporate/M&A: Shareholder Activism by Chambers USA, for 2017 and 2018
•Steve has been recognized as a Leading Lawyer in The Legal 500 U.S. in M&A/corporate and commercial - Corporate Governance for 2018
•Steve has been consistently selected by his peers for inclusion in The Best Lawyers in America in the field of Securities/Capital Markets Law from 2013-2019
•Steve is Martindale-Hubbell AV ( Preeminent ) rated by his peers
•Steve has been consistently named to the New York Super Lawyers list, a Thomson Reuters lawyer rating service, since 2006

News, Events & Publications

Media Mentions/News

•Steve Wolosky Speaking at the Forum for Institutional Investors: Protecting Shareholder Rights
February 15, 2019

•Steve Wolosky to Participate at Tulane University Law School’s 31st Annual Corporate Law Institute
February 15, 2019

•Engaged Capital Reaches Agreement with Del Frisco’s for Board Representation and Governance Improvements
February 7, 2019

•Olshan's No. 1 Ranked Shareholder Activism Practice Profiled in Law360 Story
February 7, 2019

•Olshan Represents Steel Partners Holdings in Acquisition of Majority Interest in iGo, Inc.
January 3, 2019

•Olshan’s Activist Practice Again Ranked as the #1 Law Firm in Shareholder Activism by Activist Insight
December 13, 2018

•Olshan Client SQN Investors LP Makes Headlines After Seeking Board Overhaul at Yelp
December 11, 2018

•Olshan Again Recognized as “Best Law Firm” by U.S. News-Best Lawyers for Securities/Capital Markets, Real Estate, Advertising, Trusts & Estates and Employee Benefits
November 1, 2018

•Olshan Client Legion Partners Enters into Agreement with NutriSystem for Additional Board Seats
October 29, 2018

•Legion Partners Reaches Agreement with Edgewell Personal Care for Board Representation
October 29, 2018

•Olshan Represents George Feldenkreis in Perry Ellis Acquisition
October 23, 2018

•Steve Wolosky Participates at Third Annual Symposium on Corporate Law at U.C. Berkeley
October 10, 2018

•Israeli Activist Client L.I.A. Pure Capital Replaces Entire Board of Medigus Ltd.
September 27, 2018

•Thirty-Seven Olshan Lawyers Selected by Super Lawyers 2018
September 19, 2018

•Six Olshan Attorneys Selected to The Best Lawyers in America 2019
August 15, 2018

•Steve Wolosky and Elizabeth Gonzalez-Sussman Co-Present CLE Webinar on Shareholder Meetings on Public Companies
August 8, 2018

•Olshan Ranked As the #1 Law Firm Advising Activist Investors in The Deal’s Inaugural Activism League Tables
July 19, 2018

•Activist Insight and Olshan Reveal Latest Shareholder Activism Trends in 2018 Half-Year Review
July 10, 2018

•Olshan Clients Sidus Investment Management and BLR Partners Achieve Overwhelming Victory in Proxy Contest at Acacia Research Corporation
June 20, 2018

•Olshan Represents Founder George Feldenkreis in Taking Perry Ellis Private
June 20, 2018

•Shareholders Back Olshan Client Land & Buildings in Proxy Contest at Taubman Centers
June 13, 2018

•Olshan Recognized by The Legal 500 United States
June 4, 2018

•Engaged Capital Reaches Agreement with Aratana Therapeutics for Board Representation
May 31, 2018

•Broadfin Capital Closes on Agreements with BioDelivery Sciences on Comprehensive Plan to Strengthen Business
May 22, 2018

•Olshan Represents CBA, Inc. in Sale of its Business
May 17, 2018

•Steve Wolosky Quoted in New York Law Journal on Olshan’s Collaborative Management Structure
May 17, 2018

•Olshan Client VIEX Capital Advisors Reaches Agreement with Immersion Corporation for Additional Board Seat
May 11, 2018

•Olshan Advertising Practice and Four Lawyers Recognized in Chambers 2018 USA Guide
May 10, 2018

•JCP Investment Management Reaches Agreement with Crius Energy Trust on Board Changes and Governance Improvements
May 8, 2018

•Olshan’s Activist Practice Again Ranked No. 1 Law Firm in Activist Campaigns by FactSet for First Quarter 2018
May 1, 2018

•Legion Partners and 4010 Capital Enter into Cooperation Agreement with Genesco Inc.
April 30, 2018

•Steve Wolosky to Speak at 13D Monitor's Annual Active-Passive Investor Summit
April 6, 2018

•Olshan Again Ranked No. 1 Law Firm for Shareholder Activism in Thomson Reuters Annual Global Shareholder Activism Scorecard
April 5, 2018

•Legion Partners and Ancora Advisors Enter into Agreement with SPS Commerce for Board Representation
March 30, 2018

•Law360 Quotes Steve Wolosky on ESG for Tulane University Law School’s 30th Annual Corporate Law Institute
March 23, 2018

•Olshan Client VIEX Capital Reaches Agreement with A10 Networks on Board Representation and Proposed Declassification
March 19, 2018

•Olshan Client GAMCO Asset Management Reaches Agreement with Ingles Markets, Inc.
March 16, 2018

•Steve Wolosky Participates at Tulane University Law School’s 30th Annual Corporate Law Institute
March 15, 2018

•Richmond Brothers Obtains Additional Board Representation and Improves Governance at Rockwell Medical
March 7, 2018

•Olshan Represents George Feldenkreis in Bid to Acquire Perry Ellis
March 1, 2018

•Steve Wolosky Guest Lectures at University of Virginia School of Law
February 20, 2018

•Marcato Capital Management Obtains Board Representation at Rayonier Advanced Materials
February 18, 2018

•Snow Park Reaches Agreement with Cedar Realty Trust
February 16, 2018

•Wolosky, Freedman and Berenblat Author Article on Social Media and Shareholder Activism for Ethical Boardroom
February 15, 2018

•Engaged Capital Obtains Additional Board Representation at Rent-A-Center
February 5, 2018

•Steve Wolosky Interviewed in New York Law Journal on Olshan’s “Right Size”
January 25, 2018

•Olshan Represents ModusLink Global Solutions, Inc. in Acquisition of IWCO Direct
December 19, 2017

•Olshan Client Ruth’s Hospitality Group, Inc. Acquires Desert Island Restaurants
December 13, 2017

•Olshan Activist Client Alert on Social Media and Proxy Contests Published in Law360 and Harvard Law School Forum
November 29, 2017

•Bandera Partners Obtains Board Representation at Rubicon Technology
November 21, 2017

•Olshan Client Steel Partners Holdings L.P. Announces Five-Year, $600 Million Revolving Credit Agreement with PNC Capital Markets LLC
November 17, 2017

•Olshan Represents Nathan’s in $150M Offering in Senior Secured Notes
November 2, 2017

•Olshan Recognized as “Best Law Firm” by U.S. News-Best Lawyers for Securities, Real Estate, Advertising, Employment, Trusts & Estates and Employee Benefits
November 1, 2017

•Wolosky to Participate at Shareholder Engagement and Activism Seminar in Hong Kong on November 10, 2017
October 25, 2017

•VIEX Capital Advisors Reaches Agreement with Bazaarvoice for Board Representation and Declassification
October 16, 2017

•Ancora Advisors Obtains Board Representation at Potbelly
October 16, 2017

•Olshan Activist Client Alert on the Latest Tactic Used by Companies to Tilt the Playing Field in Proxy Contests Published in Harvard Law School Forum and Deal Lawyers
September 11, 2017

•Olshan Client VIEX Capital Advisors Reaches Agreement with SeaChange International for Board Appointment
August 18, 2017

•Olshan Represents Torchy’s Tacos in Significant Minority Private Equity Investment by General Atlantic
August 15, 2017

•Five Olshan Attorneys Selected to The Best Lawyers in America 2018
August 15, 2017

•Olshan Client Sidus Investment Management Obtains Board Representation at Harte Hanks
July 21, 2017

•Wolosky Discusses What to Look for When Your Firm is Targeted by Activists
July 5, 2017

•Olshan Client Harvest Capital Reaches Agreement with The Meet Group Regarding Board Composition
June 30, 2017

•Steel Partners Holdings L.P. Signs Merger Agreement to Acquire Remaining Shares of Handy & Harman Ltd.
June 30, 2017

•Olshan Client Richmond Brothers Scores Resounding Victory in Successful Proxy Contest at Rockwell Medical
June 9, 2017

•Olshan Client Engaged Capital Elects All Three Nominees and Ousts Chairman in Successful Proxy Contest at Rent-A-Center
June 8, 2017

•Olshan Practices and Lawyers Recognized in Chambers 2017 USA Guide
May 30, 2017

•Olshan Client FrontFour Capital Reaches Agreement with ClubCorp Holdings for Board Representation
May 25, 2017

•Activist Client Macellum Advisors Wins Board Seat in Citi Trends Proxy Victory
May 25, 2017

•Wolosky, Freedman and Berenblat Author Article on European Activism for Ethical Boardroom
May 24, 2017

•Alden Global Obtain Board Representation at Fred’s
May 1, 2017

•MSN.com Lists Olshan as a “Top Go-To Law Firm Used by Mainstream Activists”
April 28, 2017

Speaking Engagements

•Forum for Institutional Investors: Protecting Shareholder Rights
April 10, 2019
Bernstein Litowitz Berger & Grossmann LLP in New Orleans, LA
•Tulane University Law School’s 31st Annual Corporate Law Institute
March 14, 2019
New Orleans, LA
•Third Annual Symposium on Corporate Law at U.C. Berkeley
October 11, 2018
University of California, Berkeley
•Global Shareholder Activism - The Basics, 2017-2018 Highlights and Trends and Recent Israelis Situations
September 4, 2018
Tel Aviv, Israel
•13D Monitor's Annual Active-Passive Investor Summit
April 17, 2018
New York
•Tulane University Law School’s 30th Annual Corporate Law Institute
March 15, 2018
Tulane University Law School
•Shareholder Activism 101
February 20, 2018
University of Virginia School of Law
•Shareholder Activism - Unlocking Shareholder Value
January 25, 2018
New York, New York
•Minority Shareholder Protection Comparison - Delaware and Hong Kong against the Backdrop of Hong Kong Campaign Experience
November 10, 2017
Hong Kong
•The Activist Front: What’s New
June 5, 2017
Orlando, FL
•Key Take Away and Response
April 27, 2017
The Plaza Hotel, New York, NY
•The CCO and the Activist Investor: Understanding Shareholder Activism
April 7, 2017
New York, NY
•Current Issues in Activism
March 31, 2017

•Tulane University Law School’s 29th Annual Corporate Law Institute
March 30, 2017
Tulane University Law School
•Activists New to the Scene
January 27, 2017
Time Warner Center, New York, NY
•Legal Underpinnings of Launching a U.S. Shareholder and Hedge Fund Activist Equity Campaign - Lessons for Hong Kong
November 11, 2016
Hong Kong
•Key Take-Away and Response
April 19, 2016
The Plaza Hotel 768 5th Ave., New York, NY 10019
•Legal Underpinnings of Launching a Shareholder and Hedge Fund Activist Equity Campaign
April 7, 2016
Frankfurt, Germany
•Tulane University Law School’s 28th Annual Corporate Law Institute
March 17, 2016
Tulane University Law School
•WEBINAR: Shareholder Activism: Investing in a Stronger Corporate America
July 29, 2015

•2015 Harvard Roundtable on Shareholder Engagement
June 17, 2015
Harvard Law School (Cambridge, MA)
•Current Trends in Shareholder Activism
May 6, 2015
Houlihan Lokey - New York, NY
•13D’s Active-Passive Investor Summit
April 13, 2015
Crowne Plaza Times Square Manhattan, New York, NY
•UCLA Private Fund Conference
March 13, 2015
UCLA School of Law, Los Angeles, CA
•Securities and Exchange Commission Roundtable
February 19, 2015
SEC’s headquarters located in Washington D.C
•Thomson Reuters’ 33rd Annual Federal Securities Institute
February 5, 2015
Miami, Florida
•ISS 2015 Annual Conference, North America
January 30, 2015
Aventura, Florida
•Global Activist Activity
November 18, 2014
The 4th Annual Event for Global IR Practitioners
•Third Annual Marcum MicroCap Conference
May 29, 2014
Grand Hyatt New York, NY
•Counseling the Board of Directors in the Age of Activist Shareholders
May 6, 2014
City Bar Center for CLE, New York City Bar
•Wolosky Serves as Panelist at 5th Annual Active-Passive Investor Summit
April 22, 2014
The Union League Club, New York City
•Dealing with Shareholder Activism
March 27, 2014
Tulane University Law School
•Harvard Roundtable on Activist Interventions
March 26, 2014
Harvard Club of New York City
•Wolosky Serves as Panelist at Corporate Directors Forum 2014
January 27, 2014
San Diego, CA
•Wolosky Serves as Panelist at 4th Annual Active-Passive Investor Summit
April 22, 2013
New York, NY
•Panelist, Representing Activists
April 2012
The 3nd Annual Active-Passive Investor Summit
•Wolosky Serves as Panelist at B. Riley Conference
May 23, 2011

•Wolosky Speaks at Investor Summit
February 28, 2011

•Wolosky Speaks at Investor Summit
February 22, 2010

•Wolosky and Frome Speak at Activist Conference
January 29, 2010

• Activists Are Knocking: Should Boards Open The Door?
December 2009
NASDAQ QMX: The High-Performance Director: Navigating 2010
•Wolosky Serves as Panelist at Investor Conference in Vegas
March 6, 2009

•Wolosky Serves as Panelist at Bloomberg Activist Seminar
December 11, 2008

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

Publications

•SEC No-Action Letters on Investment Adviser Responsibilities in Voting Client Proxies and Use of Proxy Voting Firms
September 18, 2018
Harvard Law School Forum on Corporate Governance and Financial Regulation
•Gender Quotas on California Boards
June 21, 2018
Harvard Law School Forum on Corporate Governance and Financial Regulation
•The Xerox Takeover Saga
May 29, 2018
Harvard Law School Forum on Corporate Governance and Financial Regulation
•A Second Bite at the Apple for Shareholder Activists to Nominate Directors?
April 25, 2018
Harvard Law School Forum on Corporate Governance and Financial Regulation
•Social Media and Shareholder Activism
Winter 2018
Ethical Boardroom
•Top 5 Things Shareholder Activists Need to Know
December 22, 2017
Harvard Law School Forum on Corporate Governance and Financial Regulation
•How To Utilize Social Media In Proxy Contests
November 28, 2017
Law360
•Social Media and Proxy Contests
November 10, 2017
Harvard Law School Forum on Corporate Governance and Financial Regulation
•Trap for the Unwary Shareholder Activist: The Latest Tactic by Companies to Tilt the Playing Field in Proxy Contests
July 6, 2017
Harvard Law School Forum on Corporate Governance and Financial Regulation
•Shareholder Activism in 2017: The View from Olshan
January 13, 2017
IR Magazine
•‘Universal’ Proxy Proposal: The View from Olshan
January 13, 2017
IR Magazine
•Olshan’s 2016 Shareholder Activism Review
January 2017
IR Magazine
•10 Questions with Steve Wolosky
November 2016
13D Monitor’s The Activist Report
•A Review of the STADA Arzneimittel Proxy Contest and the Activism Landscape in Germany
October 5, 2016
Harvard Law School Forum on Corporate Governance and Financial Regulation
•Rise of the Reluctavists
February 2016
Ethical Boardroom
•The Activist Push for Spin-Offs
October 2015
IR Magazine - Fall Issue
•Third Point's HSR Settlement with the FTC
September 2015

•The Role of Activist Funds: Lessons Learned From Darden
July 2015
2015 Private Fund Report: The Role of Activist Funds - Lowell Milken Institute for Business and Law Policy UCLA Law School
•Proxy Season 2015: Activism as the New Normal
July 14, 2015
Activist Insight
•“Against” the Odds: A Look at H Partners’ Historic “Vote Against” Campaign at Tempur Sealy
June 2015
The Activist Report
• Just Vote No Campaigns Come of Age in 2011
December 2011
The Activist Report
• Developments in Proxy Contests and Corporate Governance
December 2009
The Altman Group: Governance Compendium Series

Articles & Alerts

•CLIENT ALERT: Institutional Shareholder Services and Glass, Lewis & Co. Release Updated Voting Guidelines Promoting Gender Diversity on Corporate Boards
November 2018

•CLIENT ALERT: SEC Withdraws No-Action Letters on Investment Adviser Responsibilities in Voting Client Proxies and Use of Proxy Voting Firms
September 17, 2018

•CLIENT ALERT: SEC Announces Roundtable on the Proxy Process
August 1, 2018

•CLIENT ALERT: California State Senate Passes Bill That Would Impose Gender Quotas on Public Company Boards
June 5, 2018

•CLIENT ALERT: New York State Supreme Court Blocks Proposed Xerox Transaction Leading to Swift Settlement
May 3, 2018

•CLIENT ALERT: Shareholder Activists Who Have Missed a Nomination Deadline May Have a Second Bite at the Apple
April 12, 2018

•CLIENT ALERT: Olshan Client Awarded its Attorneys Fees in Suit to Protect Shareholder Nomination Rights
February 27, 2018

•CLIENT ALERT: Olshan’s Nomination Primer for the 2018 Proxy Season
December 7, 2017

•CLIENT ALERT: Institutional Shareholder Services Releases Voting Policy Updates for 2018
November 27, 2017

•CLIENT ALERT: Utilizing Social Media in Proxy Contests: Considerations for the Upcoming Proxy Season
October 25, 2017

•CLIENT ALERT: Institutional Shareholder Services Announces Results of its 2017-2018 Global Policy Survey Covering Governance Issues Relevant to Shareholder Activism
September 26, 2017

•CLIENT ALERT: Trap for the Unwary Shareholder Activist: The Latest Tactic by Companies to Tilt the Playing Field in Proxy Contests
June 21, 2017

•CLIENT ALERT: Texas Legislature’s Proposed “Bring Business to Texas and Fairness in Disclosure Act” Seeks to Impose Draconian Disclosure Requirements on Shareholder Activists and Proxy Advisory Firms
March 27, 2017

•CLIENT ALERT: Delaware Chancery Court Affirms Fundamental Right of Shareholders to Remove Annually Elected Directors By Majority Vote Despite Supermajority Voting Threshold in Bylaws
February 6, 2017

•CLIENT ALERT: Institutional Shareholder Services Releases Proposed Voting Policy Changes for 2017
October 28, 2016

•CLIENT ALERT: SEC Takes Initial Step to Require “Universal” Proxy Ballots in Contested Elections
October 26, 2016

•CLIENT ALERT: A Review of the STADA Arzneimittel Proxy Contest and the Activism Landscape in Germany
September 27, 2016

•CLIENT ALERT: SEC Issues Guidance Regarding Schedule 13G Filings Following ValueAct Settlement of HSR Violation Claims
July 2016

•CLIENT ALERT: Delaware Chancery Court Confirms Right of Stockholders to Remove Directors Without Cause in the Recent In re Vaalco Ruling
January 14, 2016

•CLIENT ALERT: Institutional Shareholder Services Inc. Releases Annual Policy Survey
August 2013

•CLIENT ALERT: Olshan Client, Landry’s, Inc., Involved in Favorable Delaware Chancery Court Decision for Private Equity Mergers
July 2013

•CLIENT ALERT: SEC Staff Issues Risk Alert on Strengthening Practices for Preventing and Detecting Unauthorized Trading
March 2012

•CLIENT ALERT: NYSE to Prohibit Broker Discretionary Voting on Executive Compensation Matters
August 2010

•CLIENT ALERT: SEC Seeks Public Comment on Proxy System
August 2010

•PRESENTATION MATERIALS: The Activist's Toolkit
January 2010

•CLIENT ALERT: SEC Approves Rules Requiring Enhanced Disclosure About Risk, Compensation and Corporate Governance
January 2010

•Weekly Reporting of Short Sale Activity on Form SH No Longer Required Temporary Rule Addressing Abusive Naked Short Selling Now Permanent
August 2009

•SEC Proposes Amendments to Proxy Disclosure and Solicitation Rules
July 2009

•CLIENT ALERT: Elimination of Broker Discretionary Voting in Director Elections
July 2009

•SEC Proposes New Shareholder Proxy Access Rules
May 2009

•CLIENT ALERT: 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

•SEC Issues Final Rule Requiring Institutional Investment Managers to File Forms SH Disclosing Daily Short Sales and Short Positions until August 1, 2009
October 21, 2008

•A Brief Guide to Japanese Proxy Solicitations
September 2008

•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

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

•Use of Swaps by Hedge Funds May Accelerate Section 13(d) Filing Obligations Following U.S. District Court (S.D.N.Y.) Decision
June 20, 2008

Press Releases

•Olshan Recognized as “Best Law Firm” by U.S. News-Best Lawyers for Securities/Capital Markets, Real Estate, Advertising, Trusts & Estates and Employee Benefits
November 1, 2018
•Thirty-seven Olshan Attorneys Selected to Super Lawyers 2018
September 17, 2018
•Six Olshan Attorneys Selected to The Best Lawyers in America 2019
August 15, 2018
•Olshan Shareholder Activism and Advertising Practices Recognized in Legal 500 US 2018; “Leading Lawyer” and Four Other Lawyers Individually Recognized
June 11, 2018
•Olshan Advertising Practice Recognized in Chambers 2018 USA Guide; Four Lawyers Individually Recognized
May 10, 2018
•Olshan Again Ranked No. 1 Law Firm for Shareholder Activism in Thomson Reuters Annual Global Shareholder Activism Scorecard
April 5, 2018
•Olshan Recognized as “Best Law Firm” by U.S. News-Best Lawyers for Securities/Capital Markets, Real Estate, Advertising, Employment Law, Trusts & Estates and Employee Benefits
November 1, 2017
•Thirty-Nine Olshan Attorneys Selected to Super Lawyers 2017
September 20, 2017
•Five Olshan Attorneys Selected to The Best Lawyers in America 2018
August 15, 2017
•Olshan Real Estate and Litigation Practices Recognized in Chambers 2017 USA Guide; Five Lawyers Individually Recognized
May 30, 2017
•Olshan Recognized as “Best Law Firm” in New York and Nationally for Securities/Capital Markets, Real Estate, Advertising, and Employment Law by U.S. News-Best Lawyers
November 1, 2016
•Forty Olshan Attorneys Selected to Super Lawyers 2016
September 21, 2016
•Six Olshan Attorneys Selected to The Best Lawyers in America 2017
August 15, 2016
•Olshan Named to National Law Journal 2016 Midsize Hot List”
June 6, 2016
•Andrew Freedman named Co-Head of Olshan’s Shareholder Activism Practice
December 21, 2015
•Olshan Recognized as a Top Tier Best Law Firm Nationally and in New York for Securities and Capital Markets and Real Estate Law by U.S. News-Best Lawyers
November 2, 2015
•Thirty-nine Olshan Attorneys Selected to Super Lawyers 2015
September 16, 2015
•Five Olshan Attorneys Selected to The Best Lawyers in America 2016
August 17, 2015
•Olshan Recognized as First Tier “Best Law Firm” in New York for Securities and Capital Markets and Real Estate Law by U.S. News-Best Lawyers
November 3, 2014
•Olshan’s Activist & Equity Investment Practice Highlighted by FactSet’s SharkRepellent as Top Ranked Legal Advisor to Activist Investors
November 3, 2014
•Forty-four Olshan Attorneys Selected to Super Lawyers 2014
September 23, 2014

Social Media

Advertising Law Blog

•Six Olshan Attorneys Selected to The Best Lawyers in America 2019
Steve Wolosky, Andrew B. Lustigman, Thomas D. Kearns, Eric L. Goldberg, Stephen L. Ferszt, Samuel P. Ross

Securities Law Blog

•Institutional Shareholder Services Releases Voting Policy Updates for 2018
Steve Wolosky, Andrew Freedman, Ron S. Berenblat
•Institutional Shareholder Services Announces Results of its 2017-2018 Global Policy Survey Covering Governance Issues Relevant to Shareholder Activism
Steve Wolosky, Andrew Freedman, Ron S. Berenblat
•SEC Takes Initial Step to Require “Universal” Proxy Ballots in Contested Elections
Steve Wolosky, Andrew Freedman, Kenneth M. Silverman, Ron S. Berenblat
•Delaware Chancery Court Confirms Right of Stockholders to Remove Directors Without Cause in the Recent In re Vaalco Ruling

Areas of Practice (2)

  • Activist & Equity Investment Practice
  • Corporate/Securities Law

Education & Credentials

Contact Information:
212.451.2333  Phone
212.451.2222  Fax
www.olshanlaw.com
University Attended:
Brooklyn College of the City University of New York, B.A., 1977
Law School Attended:
Benjamin N. Cardozo School of Law, J.D., Member, Benjamin N. Cardozo School of Law Law Review, 1979-1980, 1980
Year of First Admission:
1981
Admission:
1981, U.S. District Court, Southern District of New York; 1981, U.S. Court of International Trade; 1981, U.S. District Court, Eastern District of New York; 1981, New York
Memberships:

Professional & Community Affiliations

Chairman of the Federal Law Enforcement Foundation

New York State Bar Association

Birth Information:
Brooklyn, New York, November 9, 1955
Reported Cases:
Representative Matters: Proxy Contests and Negotiated Board Representation; Starboard Value LP; Darden Restaurants, Inc.: Represented Starboard in unprecedented, extraordinary victory in its election contest replacing its entire board with a slate of 12 directors.; Quantum Corporation: Represented Starboard in the negotiation of three board seats.; Office Depot: Represented Starboard in negotiation of three board seats.; Calgon Carbon: Represented Starboard in negotiation of board seat.; AOL: Represented Starboard in 2012 proxy contest.; Progress Software: Represented Starboard in seeking board seats.; Wasau Paper: Represented Starboard in negotiating two consecutive settlements for total of four board seats.; DSP Group: Represented Starboard in 2013 proxy contest and negotiated two board seats for Starboard in 2012.; Regis Corporation: Represented Starboard in successful proxy contest for three board seats at 2011 annual meeting.; MIPS Technologies, Inc.: Represented Starboard in negotiation of two board seats.; Openwave Systems Inc.: Represented Starboard in obtaining two board seats.; Zoran Corporation: Represented Starboard in a successful consent solicitation, which replaced three board members.; Immersion Corporation: Represented Starboard in connection with the nomination of two directors at the 2011 annual meeting.; SeaChange International, Inc.: Advised Starboard in obtaining one board seat.; SurModics, Inc.: Advised Starboard in obtaining two board seats.; Extreme Networks: Representing Starboard in connection with the nomination of two directors at the 2010 annual meeting.; Tollgrade Communications, Inc.: Advised Starboard in successful proxy contest for three board seats.; Agilysys, Inc.: Advised Starboard in a proxy contest seeking representation on the board of directors of Agilysys. Successfully negotiated a settlement agreement with Agilysys ending the proxy contest and resulting in the appointment of two Starboard nominees to the board.; Agilysys, Inc.: Advised Starboard in negotiating settlement for two board seats.; Actel Corporation: Advised Starboard in negotiating settlement for two board seats.; Orthofix International N.V.: Advised Starboard in first ever proxy contest in the Netherlands-Antilles.; Datascope Corp.: Advised Starboard in a successful proxy for one board seat.; Federal Signal Corporation: Advised Starboard in negotiating one board seat.; Shulman, Inc.: Advised Starboard in successful proxy for two board seats.; Kensey Nash Corporation: Advised Starboard in the successful negotiation of representation for Starboard on the board.; Steel Partners Holdings; JPS Industries: Advising Steel Partners Holdings in consent solicitation and offer to acquire JPS Industries.; Moduslink Global Solutions: Advised Steel Partners Holdings in negotiation of settlement.; Adaptec: Advised Steel Partners Holdings in connection with successful consent solicitation to replace two incumbent directors.; Rowan Companies, Inc.: Advised Steel Partners Holdings in connection with a settlement agreement with Rowan, pursuant to which Rowan agreed to nominate a Steel Partners designee to the board.; Aderans Holdings Co. Ltd.: Advised Steel Partners Japan in the successful negotiation of a settlement agreement with Aderans following the defeat of the incumbent board's re-election. As a result of the settlement agreement, Aderans agreed to certain corporate governance matters and to nominate for election to Aderans' board two candidates proposed by Steel Partners Holdings. This is the first time that a foreign investment fund has succeeded in having one of its own representatives join the board of a Japanese company following the ouster of existing management.; Gencorp Inc.: Advised Steel Partners Holdings in connection with its election contest against Gencorp and successfully negotiated a settlement agreement with Gencorp resulting in the appointment of three Steel Partners nominees to the board.; EnPro Industries, Inc.: Advised Steel Partners Holdings in connection with its election contest against EnPro and successfully negotiated a settlement agreement with EnPro whereby one Steel Partners nominee will be appointed to the board.; Point Blank Solutions, Inc.: Advising Steel Partners Holdings in its successful proxy contest against Point Blank where it won majority board representation.; GAMCO Asset Management Inc.; Point Blank Solutions, Inc.: Advising Steel Partners Holdings in its successful proxy contest against Point Blank where it won majority board representation.; Griffin Land & Nurseries: Representing GAMCO in a proxy contest for two board seats.; Materion Corporation: Advised GAMCO in reaching settlement for one board seat.; Telephone & Data Systems: Representing GAMCO in a proxy contest for two board seats.; Superior Industries: Represented GAMCO in a proxy contest for one board seat.; Myers Industries: Represented GAMCO in obtaining board representation.; Western Investment; 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, 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 (i) 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, (ii) an open market repurchase program at DHG, and (iii) 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 Annual Meeting and 2010 Annual Meeting 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, including Neuberger Berman Dividend Advantage Fund Inc., Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman Income Opportunity Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman New York Intermediate Municipal Fund Inc., Neuberger Berman High Yield Strategies Fund, and Neuberger Berman Real Estate Securities Income Fund Inc., 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.; Crescendo Partners; Cott Corporation: Successfully negotiated board representation for Crescendo Partners, resulting in the appointment to the company's board of four persons chosen by Crescendo Partners.; Charming Shoppes, Inc.: Advised Crescendo Partners in connection with its election contest against Charming Shoppes and successfully negotiated a settlement agreement with Charming Shoppes resulting in the company nominating two Crescendo Partners nominees for election to the board and submitting for shareholder approval a proposal to declassify the board.; O'Charley's, Inc.: Advised Crescendo Partners in connection with its potential election contest against O'Charley's and successfully negotiated a settlement agreement with O'Charley's resulting in the appointment of three Crescendo Partners nominees to the board and the company's submission for shareholder approval of a proposal to declassify the board.; Mothers Work, Inc.: Successfully negotiated representation for Crescendo Partners on the board.; Other Activist Matters; Represented FrontFour Capital and Quinpario Partners in their nomination of two directors for the management slate of Ferro Corporation.; Representing Coppersmith Capital, teamed up with Scopia Management, in connection with its nomination of three candidates to the Board of Directors of Alere.; Representing Quinpario Partners in connection group's investment in Zoltek Companies, Inc.; Represented Patrick Walsh of PW Partners in connection with his candidacy for election to the Famous Dave's of America board.; Negotiated agreement for Dolphin Limited Partnership III, L.P., resulting in appointment of Justin A. Orlando, a managing director of Dolphin, to the Board of Directors of Rimage Corporation. The agreement also granted Dolphin board observer rights and provided for the appointment of an additional director with relevant enterprise software industry experience.; Advised Raging Capital in connection with the nomination of a director for election to the Vitesse Semiconductor Corporation Board of Directors.; Advised Norman Pessin in connection with the nomination of two director nominees for election to the AltiGen Communications, Inc. Board of Directors.; Advised Potomac in seeking board seats at SIGMA Designs.; Advised Cadian Capital in obtaining three board seats at Comverge Technology.; Advised SAVE Partners IV in seeking board seats at USA Technologies.; Advised Dialectic Capital in obtaining two board seats at Tellabs.; Advised JCP Investment Management in obtaining board seat at Morgan Foods.; Advised Mangrove Partners in opposition to NABI Pharmaceuticals transaction.; Advised Balch Hill in seeking board seats at PLX Technology.; Advised Raging Capital in obtaining one board seat at Resource America.; Advised Cadian Capital Management, LLC on successful Just Say No campaign at Comverse Technology, Inc.; Advising Biglari Holdings Inc. in seeking one board seat at Cracker Barrel Old Country Store, Inc.; Advised MMI Investments, L.P in seeking two board seats at Comtech Telecommunications.; Advised MMI Investments, L.P. on Checkpoint Systems.; Advised Kingstown Partners L.P. on its investment in Signature Group Holdings.; Advised Raging Capital Funds in obtaining board representation at MRV Communications, Inc.; Advised Baker Street Capital Management in obtaining three board seats at TIX Corporation.; Advised National Technical Systems, Inc. in successful proxy contest defense.; Advised FrontFour Capital in obtaining two board seats at Fisher Communications, Inc.; Advised Biglari Holdings Inc. in seeking one board seat at Fremont and two board seats at CCA Industries, Inc.; Advised Bel Fuse, Inc. in seeking two board seats at Pulse Electronics Corporation and proposal to acquire Bel Fuse.; Advised Dialectic Capital Management, LLC in seeking two board seats at Advanced Analogics Technologies, Inc.; Advised Deutsche Bank Securities, Inc. in seeking one preferred director at Gramercy Capital Corp.; Advised MMI Investments, L.P. in seeking two board seats at EMS Technologies, Inc.; Advised Benihana of Tokyo in connection with investment at Benihana, Inc.; Advised LaGrange Capital Partners in successfully obtaining three board seats at Forward Industries, Inc.; Advised Simcoe Partners, L.P. in successful negotiation to obtain one board seat at Alloy, Inc.; Advised LaunchEquity Partners in successfully obtaining two board seats at MakeMusic, Inc.; Advised John Reynolds in successfully obtaining a board seat at CopyTele, Inc.; Advised Oak Street Capital in proxy contest seeking three board seats at Denny's Corporation.; Advised North & Webster in successfully obtaining one board seat at S&D International, Inc.; Advised Quicksilver Resources, Inc. in successfully obtaining two board seats at BreitBurn Energy Partners L.P.; Advised Dialectic Capital Partners, LP in the successful negotiation of a settlement agreement with representation on the board of directors of California Micro Devices Corporation in the appointment of three nominees to the board.; Advised Foxhill Capital Partners, LLC in the successful negotiation of a settlement agreement with iPass Inc. resulting in the appointment of two Foxhill nominees to the board.; Advised Legacy Housing, LTD. in the successful negotiation of a settlement agreement with Cavalier Homes, Inc. resulting in the appointment of two Legacy Housing nominees to the board.; Advised Hallmark Financial Services, Inc. in the successful negotiation of a settlement agreement with Specialty Underwriters' Alliance, Inc. resulting in the appointment of one Hallmark nominee to the board.; Advised Lamassu Holding in the successful negotiation of a settlement agreement with Ditech Networks, resulting in the appointment of two Lamassu nominees to the board.; Advised Kingstown Partners, L.P. in the successful proxy contest against Ambassadors International, Inc. resulting in two Kingstown nominees being elected by shareholders to the board.; Advised Nanes Balkany in the successful negotiation of a settlement with Toreador Resources Corp. resulting in the appointment of two Nanes Balkany nominees to the board and the termination of the company's poison pill.; Advised Mustang Capital in the successful negotiation of representation for Mustang on the Board of O.I. Corporation, with the company agreeing to nominate one Mustang nominee for election to the board.; Advised New World Opportunity Partners in the successful negotiation of representation for New World on the board of Youbet.com, with the company agreeing to nominate two New World nominees for election to the board.; Advised the Lion Fund in a successful proxy contest against Steak ' n Shake Company, which resulted in two Lion Fund nominees being elected by shareholders to the board.; Advised Accipiter Capital Management in the successful negotiation of a settlement agreement with Rural/Metro Corporation, resulting in two Accipiter nominees being nominated by the company for election to the board, with a third nominee to be mutually selected by Accipiter and the company.; Advising Nanes Delorme in a proxy contest to elect three director nominees to the board of VAALCO Energy, Inc.; Merger & Acquisition Deals; Represented Quinpario Acquisition Corp. in the acquisition of Jason Incorporated from Saw Mill Capital LLC, Falcon Investment Advisors, LLC and other investors. The purchase price of $538.65 million will be funded by the cash proceeds from QPAC's initial public offering, new debt and rollover equity invested by the current owners and management of Jason.; Represented the Special Committee of the Board of Directors of NTS, Inc., a leading regional provider of integrated communications, in its negotiation of a definitive merger agreement with affiliates of Tower Three Partners LLC, a private equity firm. Upon completion of the transaction, valued at approximately $155 million, NTS will become a privately held company.; Represented GenCorp Inc., a leading technology-based designer, developer and manufacturer of aerospace and defense products, in the successful completion of the $550 million acquisition of the Pratt & Whitney Rocketdyne business from United Technologies in part with the proceeds from a $460 million bond offering. The acquisition will nearly double the size of GenCorp and help ensure that it continues to be a leader in the next space age.; Represented CERTPOINT Systems Inc. in a merger with Infor Inc.; Represented Launch Equity in negotiating merger agreement/tender offer for the acquisition of MakeMusic.; Represented GenCorp. Inc. in a $460 million financing consisting of 7.125% Second Priority Senior Secured Notes, the proceeds of which will be primarily used for the acquisition of United Technologies Corporation's Pratt & Whitney Rocketdyne business.; Represented GAMCO Investors, Inc. in debt tender offer.; Advised Landry's, Inc. on potential acquisition, including hostile tender offer for McCormick & Schmick's.; Advised Steel Partners Holdings on proposal to acquire JPS Industries.; Advised Ness Technologies, Inc. on sale to CVCI.; Advised United Capital Corporation on tender offer.; Advised Landry's, Inc. on acquisition of Beso LLC.; Advised Seneca Capital, L.P. in opposition to tender offer by Icahn for Dynergy Inc.; Represented Ramius LLC in tender offer and acquisition of Cypress Bioscience, Inc.; Represented Formula Telecom Solutions, Inc. in sale of Paetec Holding Corp.; Represented YouBet.com in sale to Churchill Downs Inc.; Represented ADPT Corporation in sale of assets to PMC-Sierra, Inc.; Represented Tilman J. Fertitta, Chairman and Chief Executive Officer of Landry's Restaurants, Inc., in a proposed going-private merger with Landry's.; Represented the Special Committee of Independent Directors of Western Sizzlin Co. in a proposed merger with Steak ' n Shake.; Represented New Century Equity Holdings Corp. in its acquisition of Wilhelmina International, Ltd. and its affiliated entities. Wilhelmina is today one of the largest and most successful model management companies in the world.; Represented dELiA*s, Inc., a direct marketing and retail company, in the $103 million sale of assets related to its CCS business to Foot Locker, Inc.; Represented NuCO2 Inc., the leading and only national provider of bulk CO2 products and services to the U.S. fountain beverage industry, in connection with the acquisition by Aurora Capital Group. The transaction was valued at approximately $487 million.; Represented Health Systems Solutions Inc. in a proposed merger to acquire Emageon Inc., a medical imaging software maker, for $61 million in cash.; 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 Steel Partners Japan in its attempt to increase its ownership stake in Sapporo Holdings Ltd., including Steel Partners' negotiations with Sapporo's Board and navigation of Sapporo's anti-takeover measures. Also provided representation in tender offers to acquire 100% of three separate Japanese public companies: Bull-Dog Sauce Co., Ltd., Myojo Foods Co., Ltd., and Tenryu Saw Mfg. Co., Ltd.; Represented Lone Star Steakhouse & Saloon, Inc., a restaurant chain based in Wichita, Kansas and the owners of the high-end Del Frisco Double Eagle Steakhouse restaurants, in connection with its acquisition by Lone Star Funds, in a transaction valued at $600 million.; Securities Counsel to the Following Public Companies: Aetrium Incorporated; Biglari Holdings Inc.; BNS Holding Inc.; CoSine Communications, Inc.; Digirad Corporation; DGT Holdings Corp.; EQM Technologies & Energy, Inc.; FalconStor Software, Inc.; Forward Industries, Inc.; GenCorp Inc.; Handy & Harman Ltd.; Nathan's Famous, Inc.; NOVT Corporation; SL Industries, Inc.; Steel Excel Inc.; Steel Partners Holdings L.P.; United Capital Corporation; Wilhelmina International, Inc.
ISLN:
902649161

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