Steve Wolosky

Practice Areas

• Shareholder Activism Practice

• Corporate/Securities Law

Career

A shareholder activism pioneer, Steve Wolosky co-founded Olshan’s Shareholder Activism Practice more than 30 years ago and has built it into the nation’s leading practice. Today, he is one of the most highly respected and sought-after lawyers in the country advising hedge funds and investment partnerships on activist situations in the United States and worldwide.

Steve is foremost counsel to clients in the market's most significant domestic and cross-border shareholder activism matters, advising on some of the most high-profile activist campaigns year in and year out. Clients regularly seek his shrewd advice in shareholder activism and proxy contest situations and in 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 capital raising, and investment transactions. Steve also frequently counsels clients in corporate planning and structuring activities, dealings with stock exchanges, and corporate governance and other public company compliance matters.

Steve’s recent representations have included Elliott Management at Salesforce, Public Storage, Principal Financial Group, and Duke Energy; Starboard Value at eHealth; Impactive at Envestnet; Ryan Cohen at Game Stop; and Chatham Asset Management at R.R. Donnelley. Most notably, Steve led the representation of Starboard Value on its “historic” full board victory at Darden Restaurants and its recent majority board victory at GCP Applied Technologies; H. Partners on its successful, precedent-setting withhold campaign at Tempur Sealy; George Feldenkreis, founder and former Executive Chairman of Perry Ellis International, Inc., in his nomination of directors and successful unsolicited acquisition of Perry Ellis; and Elliott Management in its successful settlements at eBay and Arconic. In international news-making cases, Steve represented foreign clients in successfully obtaining board representation for the first time in Japan, South Korea, and Israel.

Steve goes well beyond advising clients. He provides business-focused strategic counsel that helps his clients drive value and maximize the return on their investments. He advises at every stage, from assessing the ability to affect change to securing board membership and ensuring his clients are well-positioned to successfully navigate any corporate battle.

In addition to maintaining an active practice, as the former chair of the Shareholder Activism Practice Group, Steve oversees work for clients, fields client questions, advises on case strategy and management, guides the firm in professional development, and is a go-to adviser and mentor for the next generation of Olshan leaders.

Steve is regularly quoted as an industry expert in The Wall Street Journal, Reuters, The Deal, Law360, and other notable media publications discussing important trends in shareholder activism. He was profiled in Business Insider as one of the top go-to lawyers for activist investors. Steve also lectures at corporate and securities law conferences and speaks on distinguished activist panels throughout the country.

He is a current director and former chairman of the Federal Law Enforcement Foundation and Chairman of the Board of Advisors of Longacre Square Partners.

Professional Memberships

• Current Director and Former Chairman of the Federal Law Enforcement Foundation

• New York State Bar Association

Personal

• Ranked as a "Leading Lawyer" (Band 1) in Corporate/M&A: Shareholder Activism by Chambers USA, since 2017

• Recognized as a Tier 1 "Leading Lawyer" in The Legal 500 U.S. in M&A/Corporate and Commercial: Shareholder Activism - Advice to Shareholders, since 2018

• Recognized in The Legal 500's inaugural M&A Powerlist - USA Region

• Consistently recognized in The Best Lawyers in America® in the field of Securities/Capital Markets Law, since 2013

• Named one of the top 13 attorneys in the shareholder activism space by Business Insider, 2022

• Martindale-Hubbell AV Preeminent® 5.0/5.0 Peer Rated for Highest Level of Professional Excellence

• Consistently named to the New York Metro Super Lawyers list since 2006

• Awarded "Deal of the Year" and "Activist Campaign of the Year" by The Deal for representation of George Feldenkreis in his nomination of directors and successful unsolicited acquisition of Perry Ellis

Experience

Represented Starboard Value in its “unprecedented” and “extraordinary” proxy contest victory for all 12 board seats at Darden Restaurants, the first-ever replacement of an entire board of an S&P 500 company.

Assisted H Partners in its historic "just vote no" campaign against Tempur Sealy that led to extensive leadership changes at the mattress maker, including the forced resignations of the CEO and chairman. This withhold campaign was the first time the SEC approved the use of a shareholder’s proxy card to only vote against the incumbent directors.

Represented Elliott Investment Management in connection with its cooperation agreement at Suncor Energy, pursuant to which three new independent directors joined the board, two of whom served on the CEO search committee, and a new board committee was established to conduct a strategic review of downstream retail business.

Advised Starboard Value in its cooperation agreement with Humana to add two new independent directors to the board.

Represented Kushner Companies in its campaign at Veris Residential which resulted in the appointment of two real estate industry veterans to its board, following its unsolicited bid to acquire the company.

Advised Lion Point in its agreement for significant board change at Sierra Wireless where two independent directors were appointed to the board immediately and, following the annual meeting, an additional three independent directors were appointed to the board (two of which were recommended by Lion Point).

Expert in these Jurisdictions

New York

U.S. District Court for the Southern District of New York

U.S. District Court for the Eastern District of New York

U.S. Court of International Trade