Olshan Insights - October Issue
Firm News
Welcome Shifra Ben Jacob, Lisette Candia Diaz, Rahmel Lee Robinson and Ethan Lasko to Olshan’s 2024 Fall Associate Class!
Olshan Advises GameStop Corp. in Its 20 Million Share At-The-Market Offering
Olshan client GameStop Corp. recently announced that it has completed its previously disclosed at-the-market equity offering program. The company sold 20 million shares of its Class A common stock in this ATM offering, which raised gross proceeds (before commissions and offering expenses) of approximately $400 million for the company. GameStop intends to use the net proceeds from the ATM Program for general corporate purposes, which may include acquisitions and investments. Olshan Corporate partner Kenneth Silverman led the Olshan team in this matter, which included partner Honghui Yu and associates John Corrado, Rachel Gold and Judith Renner.
Olshan Represents Kushner Cos. in Sale of Six East Village Buildings
Commercial Observer?(subscription required), The Real Deal and Crain’s New York Business (subscription required) reported on the sale by Olshan client Kushner Cos. of a six-building East Village portfolio to JSB Capital Group, Holliswood Development and Edifice Partners for $38 million. The combined properties include 56 residential units and six retail spaces, spanning a total of 49,513 square feet. Olshan Co-Managing Partner, Co-Chair of the firm’s Real Estate Law Practice and Chair of Commercial Leasing Practice Nina Roket?led the Olshan team that represented Kushner Cos. in this transaction, which also included real estate associates Yael Mandel?and?Sari Kreutzer.
Olshan Client Powerfleet to Acquire Fleet Complete
Olshan client Powerfleet, Inc. (Nasdaq: AIOT), a leading provider of AIoT SaaS solutions for the mobile asset industry, announced that it has entered into a definitive agreement providing for the strategic acquisition of Fleet Complete, a prominent company in connected vehicle technology and fleet management. With 2.6 million total combined subscribers and forecasted combined revenue of over $400 million, the acquisition is expected to solidify Powerfleet's position as a true global leader in the rapidly expanding AIoT market. The Olshan team that represented Powerfleet in this transaction included Michael Neidell, Honghui Yu, John Corrado, Dakota Forsyth and Judith Renner from the Corporate/Securities Law group, K.C. Chiang from the Tax & Personal Planning group, Mary Grieco from the Intellectual Property Law group and Jeremy King from the Insurance Coverage Law group.
Olshan Represents The Row in Paris Lease
Vogue (subscription required) and other media outlets reported on the store opening by Olshan client The Row for its flagship store location in Paris, in the Saint-Honoré district, at 1 rue du Mont-Thabor in the 1st arrondissement of Paris. In addition to its new Paris location, The Row also has store locations in Los Angeles, New York City, London and Amagansett, New York. Olshan Co-Managing Partner, Co-Chair of the firm’s Real Estate Law Practice and Chair of Commercial Leasing Practice Nina Roket?and real estate partner Jessica Stanton represented The Row in this transaction.
Olshan Represents Joint Venture in Purchase and Financing for Conversion of Garment District Office Building and Related Air Rights for $23.8M
The Real Deal, Commercial Observer (subscription required) and Yahoo Finance have reported on the purchase of 152 West 36th Street for $23.8 million from Falcon Properties by a joint venture between Flatiron Equities and self-storage developer Mequity Companies. The purchase included air rights from an adjacent parcel owned by an affiliate of the seller. The joint venture secured a $50 million acquisition and construction loan and plans to convert the eight-story Class C office building built in 1900 into a 16-story facility operated by Manhattan Mini Storage. The Olshan team included Co-Chair of the firm’s Real Estate Law practice Thomas Kearns, real estate partner Hyman Kindler, real estate associates Sari Kreutzer, Cameron Klein, and Melody Schor and corporate associate Brian Roe.
Firm Client Boustead Securities Completes Kairos Pharma Initial Public Offering
Olshan acted as counsel to Boustead Securities, LLC, as lead managing underwriter, in Kairos Pharma, Ltd.’s initial public offering of 1,550,000 shares of common stock for gross proceeds of $6.2 million. Kairos Pharma is a clinical stage biopharmaceutical company developing cancer therapeutics designed to reverse cancer drug resistance and immune suppression. The Olshan team was led by corporate partner Spencer Feldman and corporate associate Dakota Forsyth.
Recognitions
London Stock Exchange Group Ranks Olshan as the Top Legal Advisor to Activist Investors Globally for First Half 2024
Olshan is once again unrivaled as the top law firm representing activist shareholders worldwide in the London Stock Exchange Group Activism Scorecard for the first half of 2024. According to London Stock Exchange Group Activism Scorecard, Olshan’s Shareholder Activism Practice has represented shareholder activists in 52 activist campaigns, nearly double its next closest competitor. In the past five years, Olshan has represented activists in more than 500 proxy contests. In addition to the London Stock Exchange Group Activism Scorecard, Olshan’s #1 ranking is highlighted in league tables and publications, including Bloomberg Global Activism League Table,?FactSet and Insightia, and top legal directories, including Chambers USA and Legal 500 United States.
Nina Roket Recognized by NYREJ’s 2024 Women in Commercial Real Estate Spotlight
Olshan Co-Managing Partner, Co-Chair of Real Estate Law Practice and Chair of Commercial Leasing Group,?Nina Roket?is featured in a special spotlight section entitled “2024 Women in CRE” in the September 24 issue of New York Real Estate Journal. The spotlight edition covers the top women in the commercial real estate industry and highlights their achievements. Nina is also featured in a separate spotlight piece outlining her accomplishments and the most important factors young women should consider when determining what firm to start their career with.
Nina Roket Named to New York Business Journal’s 2024 Women of Influence List
Olshan Co-Managing Partner, Co-Chair of Real Estate Law Practice and Chair of Commercial Leasing Group,?Nina Roket?has been named to New York Business Journal’s 2024 Women of Influence List. The Women of Influence program recognizes women making an impact both professionally and personally.?The 10 honorees represent a wide range of industries, including law, finance and communication.
Quoted
Andrew Freedman Quoted in Barron’s on Tactics Companies Use to Silence Shareholders at Annual Meetings
Olshan Co-Managing Partner and Chair of the firm’s Shareholder Activism Practice Andrew Freedman was quoted in a Barron’s article (subscription required) on the tactics that companies are using against shareholders to limit what they can say at annual meetings. A key tactic companies have used is holding online-only annual meetings. Investors who want to speak are told they must read proposals verbatim, a departure from standard practice, and if they go off-script, they are warned they’ll be muted. In some cases, companies are taking questions submitted online and summarizing them in ways investors believe distort their meanings or are not answering them at all. Such virtual meetings often run counter to corporate-governance practices that say virtual settings should aim to recreate in-person meetings as best they can. “Companies are continuing to use virtual meetings,” Andy commented, “even though the need for them has been alleviated, because it’s much less transparent and personal.”
Jeremy King Quoted in Law360 on the Massive Insurance Toll Arising from the Baltimore Bridge Crash
Chair of Olshan’s Insurance Coverage Practice Jeremy King was quoted in a Law360 article (subscription required) on how federal and local officials are seeking hundreds of millions of dollars from the owner and manager of the cargo ship that crashed into Baltimore's Francis Scott Key Bridge on March 26 and how that has raised the insurance stakes of one of the costliest maritime disasters in history. On how a finding of negligence could complicate coverage, Jeremy explained that many protection and indemnity insurance policies only exclude "expected or intended harm or injury," rather than known risks that could potentially lead to a loss: "There's no principle of 'known risk': you purchase insurance for known risks," he said. "It's very important for policyholders and insurance policies that a high bar be set for expected or intended events."
Andrew Freedman Quoted in The Deal on Apollo’s Potential $5 Billion Investment in Intel Amid Qualcomm Bid
Olshan Co-Managing Partner and Chair of the Shareholder Activism Practice Andrew Freedman was quoted in The Deal (subscription required) regarding Apollo Global Management Inc.'s potential $5 billion cash investment in Intel Corp., as it faces an unsolicited bid by?Qualcomm Inc.? Andy remarked, "Apollo may sense an opportunity here given Intel's recent struggles and how management could benefit from a cheerleader like Apollo in its ranks." He suggested that Qualcomm's overture might have been the "call to action for Apollo's round two investment."
Articles
John Moon and Kenneth Silverman Publish Article in Bloomberg Law on How the SEC’s Enforcement Sweep Shows It Takes Reporting Failures Seriously
Olshan litigation partner John Moon and corporate partner?Kenneth Silverman authored an article in Bloomberg Law (subscription required) entitled “SEC Enforcement Sweep Shows It Takes Reporting Failures Seriously.” In the article, John and Ken discuss the Securities and Exchange Commission’s (SEC) recent settlement with 11 institutional investment managers, highlighting a potential shift toward stricter enforcement of Form 13F violations. They explain the implications of these settlements for foreign and domestic investment managers, shedding light on the importance of compliance with U.S. reporting requirements, and emphasize the SEC's renewed focus on Forms 13F and 13H reporting obligations, which demand increased attention from large institutional investors operating in U.S. capital markets. They also highlight the SEC’s lenience towards those delinquent filers that self-reported their violations and cooperated with the SEC’s investigation. "Regardless where an investor and their broker-dealer are physically located, the SEC maintains jurisdiction if they invest in US capital markets," John and Ken note. They explain that the SEC’s cross-border enforcement sends a strong message to the international investment community to remain diligent about regulatory filings.
Mary Grieco Publishes Article in IPWatchdog on Using Settlements and Case Resolution to Reduce the High Cost of U.S. Trademark Disputes
Chair of Olshan’s Intellectual Property Law Group and Co-Chair of the firm’s Brand Management & Protection Group Mary Grieco published an IPWatchdog article entitled “Using Settlements and Case Resolution to Reduce the High Cost of U.S. Trademark Disputes.” In the article, Mary draws a comparison between the federal litigation procedure and the Trademark Trial and Appeal Board (TTAB) involving trademark disputes. The TTAB abides by the Federal Rules of Civil Court Procedure, and the fees involved in a trademark opposition or cancellation proceeding in the TTAB are significantly higher than those of similar proceedings in other countries. “A corporate entity is allowed to represent itself in the [TTAB] proceedings,” Mary writes, “which is not permitted in a federal court action. If a party is representing itself and does not have to pay an attorney, this sometimes results in one party taking actions that increase the legal fees of the other, including making frivolous motions or refusing to participate in discovery in good faith, thus necessitating even more motion practice.”
John Moon and Kenneth Silverman Publish Article in NYLJ on How SEC Enforcements Highlight Risk of Noncompliance
Olshan litigation partner John Moon and corporate partner?Kenneth Silverman authored an article in New York Law Journal entitled “SEC Enforcements Highlight Risk of Noncompliance—Gone Are 'You Pay Your Money and Takes Your Chance' Days in the U.S.” In the article, John and Ken discuss the significant amount of foreign investment in the United States, representing 20 percent of all U.S. securities and approximately 17 percent of all equity securities traded on U.S. stock markets. Because of such large figures, they advise that, while investment by foreign money managers in U.S. markets can indeed show high returns, investors must diligently navigate the nation’s complex regulatory requirements. “Recently, SEC concerns over the influence of large investors on the securities markets have manifested a robust sweep of enforcement actions,” John and Ken write. “The extra-territorial nature of the SEC’s jurisdiction over foreign money managers runs counter to our conceptions of jurisdiction that are generally based on the use of domestic wires or the mails, or where the defendant corporation is headquartered or registered.” They advise that foreign compliance teams and U.S. securities counsels must stay abreast of all laws—and any new reporting requirements the SEC may implement. “The costs of failing to do so can be extensive,” they explain. “If an investor is faced with delinquent filings, proactive self-reporting and cooperation with the SEC are critical tools for remediation.”
Podcasts
Katherine Mateo Speaks on HR Works’ “A Seat at the Table” Podcast on Fostering Belonging and Diversity in Law (Part II)
Olshan Litigation Counsel Katherine Mateo appeared on an episode of “A Seat at the Table” podcast entitled “Fostering Belonging and Diversity in Law (Part II)” (listen to Part I here). In the episode, Kat discusses the key role that Diversity, Equity, Inclusion, and Belonging (DEIB) play in the legal industry. She shares how important emotional intelligence and retention are in promoting diversity now and in the future.
Listen to the entire podcast episode here.
Speaking Engagement
Andrew Freedman to Speak at 13D Monitor’s 2024 Active-Passive Investor Summit
On October 22, 2024, at the Pierre Hotel in New York City, Olshan Co-Managing Partner and Chair of the firm’s Shareholder Activism Practice Andrew Freedman will speak at 13D Monitor’s 2024 Active-Passive Investor Summit. Andy will have a fireside chat with Cristiano Guerra, Head of Special Situations Research at Institutional Shareholder Services (ISS), and Jason McCandless, Senior Director at Glass Lewis & Co. The Summit is the preeminent hedge fund activism and corporate governance conference created for both active and passive investors.
Kenneth Silverman Speaks at Globalaw 2024 Annual Members Meeting in S?o Paulo, Brazil
Olshan Corporate partner?Kenneth Silverman?spoke at the?Globalaw 2024 Annual Members Meeting (GLAMM) in S?o Paulo, Brazil, hosted by Brazilian member firm Almeida Advogados. Ken participated in two panel discussions: “ESG: A Growing Demand from Companies and Its Role in Strengthening Organizations and Helping Our Clients” on September 25 and “Business Development and Referrals: How to Work Successfully Between Law Firms” on September 26. Globalaw?, an international network of more than 80 leading independent law firms spanning more than 80 countries, is celebrating its 30th anniversary this year.
Blogs
Advertising Law Blog
FTC Takes Action Against Care.com Regarding Deceptive Earning Claims and Dark Patterns Regarding Subscription Cancellation
Highlighting the increasing regulatory focus on paid subscription cancellation, the Federal Trade Commission has taken action against Care.com, alleging that the company systematically deceived users as to the wages and jobs information they could access on Care.com and failed to provide a simple method for users to cancel their paid memberships. As part of its settlement, Care has agreed to pay $8.5 million to the FTC.
Read the entire Advertising, Marketing, and Promotions blog post authored by associate Morgan Spina
Court Refuses to Enforce Gaming App’s Arbitration Agreement
In Pandolfi v. Aviagames, Inc., decided in the U.S. District Court, Northern District of California earlier this month, a federal court refused to enforce an agreement to arbitrate that was contained in Aviagames’ terms of service even though the plaintiffs had agreed to the terms. According to the court, it would be unconscionable to enforce certain provisions of the arbitration agreement, so it denied Aviagames’ motion to compel arbitration.
Read the entire Advertising, Marketing, and Promotions blog post authored by partner Scott Shaffer