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Provided by Ryan Nebel
• Shareholder Activism Practice
• Corporate/Securities Law
Consistently recognized as a leader in his field, Vice Chair of Olshan’s leading Shareholder Activism practice Ryan Nebel represents hedge funds and other investors providing strategic advice and legal guidance on all aspects of shareholder activism.
With a nuanced understanding of the intricacies involved, Ryan excels in handling the most contentious and complex challenges in the corporate realm. Shareholder clients rely on his astute counsel on corporate governance matters, Schedule 13D investments in public companies and activist strategies. Creative, practical and very hands-on, Ryan manages shareholder and board engagement, proxy contests, withhold campaigns, consent solicitations, settlement negotiations, hostile takeovers as well as issues impacting shareholders in the context of changes in control, mergers, acquisitions and dispositions.
Ryan always advises clients to seek assistance with potential investment ideas early on so he can help them evaluate the target, structure an activist strategy, avoid potential pitfalls and optimize their position for success. With the right strategy in place, he helps clients drive shareholder value and achieve their goals.
He has advised many notable activist investors in high-profile situations including Engaged Capital at Shake Shack, Ryan Cohen at GameStop, Sachem Head at US Foods, Elliott Management at eBay and Starboard Value in its full board victory at Darden Restaurants.
Ryan has been named an “Up and Coming” lawyer by Chambers USA, recognized as a “Next Generation Partner,” “Recommended Lawyer” and a “Key Lawyer” in The Legal 500 United States guide for M&A/Corporate and Commercial: Shareholder Activism - Advice to Shareholders and named a New York “Rising Star” by Super Lawyers.
• Ranked as a "Leading Lawyer" in Corporate/M&A: Shareholder Activism by Chambers USA, 2024
• Named as an “Up and Coming” lawyer by Chambers USA, 2021-2023
• Recognized as a "Next Generation Partner" in The Legal 500 U.S. in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders, 2022-2024
• Recognized as a "Key Lawyer" in The Legal 500 U.S. in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders, 2020 and 2021
• Recognized as a "Recommended Lawyer" in The Legal 500 U.S. in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders, 2019
• Consistently named a "Rising Star" by New York Metro Super Lawyers since 2019
Successful Change of Control Proxy Contests
• Represented Starboard Value in its historic proxy contest victory for all 12 board seats at Darden Restaurants. Darden, then valued at approximately $6 billion, represented the largest change-of-control victory of its kind for an activist investor. The successful proxy contest spurred a massive turnaround of the company.
• Counseled IsZo Capital in its monumental victory removing and replacing a majority of the board of then-NYSE-listed Nam Tai Property Inc. IsZo’s nearly 18-month campaign culminated with the election of all six of IsZo’s director nominees to Nam Tai’s eight-member board at a court-ordered special meeting. The change of control of the board followed several litigation victories for IsZo before the Eastern Caribbean Supreme Court and the Eastern Caribbean Court of Appeal in connection with a $170 million private placement executed by Nam Tai. The courts found that execution of the private placement was a breach of Nam Tai’s directors’ fiduciary duties. They found it was undertaken to give Kaisa de facto control of the company in response to a requisition from approximately 40% of the outstanding shares to convene a meeting of Nam Tai shareholders to remove and replace the Kaisa-affiliated directors from the board. As part of the ruling, the private placement was voided and Nam Tai was ordered to convene the requisitioned shareholder meeting where IsZo overwhelmingly prevailed.
Successful Short-Slate Proxy Contests
• Advised Engaged Capital in its landslide proxy contest victory at Rent-A-Center (n/k/a Upbound Group) resulting in the election of all three of Engaged Capital’s director nominees and ousting the chairman of the board. The reconstituted board appointed one of Engaged Capital’s elected director nominees as CEO and enormous shareholder value has been created.
• Represented an investor group led by Bradley L. Radoff in an overwhelming proxy contest victory at Acacia Research Corporation where both shareholder-proposed candidates were elected by more than a 4:1 margin and the company’s executive compensation and proposed stock incentive plan were both voted down. Despite representing a minority of the board upon election, the newly elected directors were able to successfully overhaul the company’s leadership team within months of their election.
Notable Cooperation Agreements
• Negotiated Ryan Cohen’s agreement with GameStop Corp. reconstituting the board whereby three new directors were appointed and four incumbent directors departed (including the chairman of the board). After entering the agreement, GameStop appreciated significantly and Mr. Cohen became chairman of the board.
• Represented Engaged Capital in connection with its investment in Shake Shack, which resulted in a cooperation agreement providing for the addition of two new independent directors and the immediate reduction and subsequent elimination of Chairman Danny Meyer’s director designation rights. As part of the agreement, Shake Shack also agreed to retain a consulting firm to support operational initiatives to improve restaurant execution, cost structure and profitability.
• Advised Sachem Head in its campaign at US Foods, which culminated in a cooperation agreement ousting the company’s CEO and appointing three Sachem Head nominees to the board (two of whom were also appointed to a newly established CEO search committee).
Engaged Capital
• Rent-A-Center, Inc.: Represented Engaged Capital in successful proxy contest for all three of its director nominees and ouster of chairman of Rent-A-Center and its subsequent agreement to secure additional board representation.
• SunOpta Inc.: Represented Engaged Capital in its agreement with SunOpta pursuant to which Engaged Capital and Oaktree Capital Management, L.P. agreed to invest up to $60 million in the form of exchangeable preferred shares. Engaged Capital also received board representation as part of the transaction.
• Apogee Enterprises, Inc.: Represented Engaged Capital in its settlement agreement for three board seats.
• Del Frisco’s Restaurant Group, Inc.: Represented Engaged Capital in its settlement agreement to appoint a new independent director to lead the company’s strategic review process and terminate its poison pill. The company was ultimately sold for a substantial premium.
InnerWorkings, Inc.: Represented Engaged Capital in its settlement agreement for two board seats.
• Benchmark Electronics, Inc.: Represented Engaged Capital in its settlement agreement providing it with the right to designate a director to the company’s board.
• Aratana Therapeutics, Inc.: Represented Engaged Capital in its settlement agreement for two board seats.
• MagnaChip Semiconductor Corp.: Represented Engaged Capital in its settlement agreement for two board seats.
• Outerwall Inc.: Represented Engaged Capital in its settlement agreement for three board seats.
• HeartWare International, Inc.: Represented Engaged Capital in its engagement with HeartWare in opposition to a proposed acquisition of Valtech Cardio and in reaching an agreement for board representation at HeartWare following its termination of its proposed acquisition of Valtech Cardio.
• Rovi Corporation: Represented Engaged Capital in a proxy contest for two board seats and the successful ouster of the chairman of Rovi.
• Medifast, Inc.: Represented Engaged Capital in reaching agreement with Medifast regarding the structure and composition of Medifast’s board of directors, appointing five new directors to the board, including three Engaged Capital designees and two additional independent directors.
• TriMas Corporation: Represented Engaged Capital in settlement agreement for board representation at TriMas.
• Jamba, Inc.: Represented Engaged Capital and JCP Investment Management in settlement agreement for board representation at Jamba Juice.
• Rentech, Inc.: Represented Engaged Capital and Lone Star Value in connection with their negotiation of a settlement for board representation at Rentech.
Starboard Value
• Newell Brands Inc.: Represented Starboard in its settlement for three board seats.
• Darden Restaurants, Inc.: Represented Starboard in its historic proxy contest victory for all twelve board seats.
• Office Depot, Inc.: Represented Starboard in its settlement for three board seats.
Elliott Management
• Twitter, Inc.: Represented Elliott in its settlement for one board seat.
• eBay Inc.: Represented Elliott in its settlement for two board seats and the announcement of several strategic initiatives to enhance performance.
• Arconic Inc.: Represented Elliott in its settlement for three board seats.
Privet Fund Management
• Synalloy Corporation: Represented Privet Fund in a successful proxy contest for three board seats and the removal of the chairman of Synalloy.
• Frequency Electronics Inc.: Represented Privet Fund in its settlement for two board seats.
• Great Lakes Dredge & Dock Corporation: Represented Privet Fund in its settlement for board representation.
Engine Capital
• PDL BioPharma, Inc.: Represented Engine Capital in its settlement for one board seat and governance improvements.
• Harvard Bioscience, Inc.: Represented Engine Capital in its agreement for one board seat.
Broadfin Capital
• Nevro Corp.: Represented Broadfin in its settlement overhauling the company’s leadership team and boardroom. As part of the agreement, Nevro’s President & CEO was replaced, three new directors were added to the board and two incumbents resigned from the board.
• Cardica, Inc.: Represented Broadfin in successful proxy contest for all three of its director nominees.
University of Oregon School of Law
J.D.
2012
Provided by Chambers
Ryan Nebel is a notable practitioner in the world of shareholder activism. Hedge funds and other investors look to him for counsel in high-stakes proxy contests, hostile takeovers and M&A, among other matters.
Provided by Chambers
Ryan is a great technician who knows his stuff and gets work done incredibly efficiently.
Ryan is a fantastic attorney.
Ryan is a great technician who knows his stuff and gets work done incredibly efficiently.
Ryan is a fantastic attorney.