Olshan client Bradley L. Radoff reached an agreement with DMC Global pursuant to which a new independent director will be added to DMC Global’s board and two long-tenured incumbent directors will not stand for re-election at the company’s upcoming annual meeting.
Olshan advised Irenic Capital Management LP in its cooperation agreement with Barnes Group Inc. (NYSE: B), a global provider of highly engineered products, differentiated industrial technologies and innovative solutions, pursuant to which the company’s board of directors appointed Adam Katz, co-founder and Chief Investment Officer of Irenic Capital Management, to serve on the board effective immediately.
Olshan represented Land & Buildings in connection with its cooperation agreement with S&P 500 real estate investment trust Ventas, Inc. (NYSE: VTR), pursuant to which two new directors—Theodore Bigman and Joe V. Rodriguez, Jr.—were appointed to Ventas’ board effective immediately.
Olshan represented Fund 1 Investments, LLC in connection with its cooperation agreement with apparel, accessories and home trends retailer Citi Trends, Inc. (Nasdaq: CTRN), pursuant to which three new independent directors—David Heath, Charles Liu and Michael Kvitko—will be nominated for election to the board of Citi Trends at the company’s 2024 annual meeting of stockholders, and prior to which they will serve as non-voting board observers.
Olshan client Alfa Consult SA (“Alfa”) achieved complete victory at trial on its claims for breach of contract and breach of the implied covenant of good faith and fair dealing in the federal civil case entitled Alfa Consult SA v. TCI International, Inc.
Olshan is co-counsel for institutional investor Moab Partners, L.P., the lead plaintiff-investor in a putative class action against Macquarie Infrastructure Corporation, in a landmark securities case pending before the U.S. Supreme Court. The case, encaptioned Macquarie Infrastructure Corp., et al. (Petitioners) v. Moab Partners, L.P., et al. (Respondents) (no. 22-1165), is expected to define the qualitative information that public companies must disclose in their Management’s Discussion & Analysis (”MD&A”) in their Form 10-Ks and 10-Qs. The case concerns the interplay between Item 303 of SEC Regulation S-K and the anti-fraud provisions in the Securities Exchange Act of 1934, Section 10(b) and SEC Rule 10b-5 thereunder.
The U.S. District Court, Eastern District of New York, ruled in favor of Olshan client Raging Capital in Packer v. Raging Capital Management. The Court dismissed the case to recover “short swing profits” under the Securities Exchange Act Section 16(b), on the ground that the plaintiff failed to show concrete injury and therefore lacked standing under Article III of the Constitution.
Olshan’s Litigation Group prevailed before the Second Circuit in a significant case involving the application of Section 16’s short swing profit rule to hedge funds. The District Court ruled that the hedge fund was liable under Section 16 for $5 million in short swing profits on the theory that its delegation of investment authority over its portfolio to its registered investment advisor was ineffective.
