Aneliya S. Crawford represents hedge funds and other large investors in matters concerning shareholder activism, proxy contests, hostile takeovers, corporate governance, and mergers and acquisitions. Aneliya is one of the leading attorneys representing activist investors globally with close to 200 major shareholder activism contests, including campaigns in the United States, United Kingdom, Canada, Australia and Latin America. Aneliya has extensive experience providing strategic guidance to investors on activist strategies, including proxy contests, settlement negotiations, corporate governance, consent solicitations, letter-writing campaigns, hostile takeovers and M&A transactions. She provides counsel to clients on their equity investments in public companies, and she also represents public and private companies in mergers and acquisitions and asset purchase and stock purchase transactions. Aneliya was named to Crain’s 40 Under 40 Class of 2018 and has been named a New York “Rising Star” by Super Lawyers magazine each year since 2014 for her shareholder activism and M&A practice. Most recently, she represented Trian Fund Management in the largest proxy contest to date. The successful campaign sought the addition of Trian CEO and founding partner Nelson Peltz to the Board of Directors of Procter & Gamble.
Shareholder Activism and Hostile Merger & Acquisition Deals
Trian Fund Management
- Procter & Gamble: Successfully represented Trian in the largest proxy contest to date, which sought the addition of Nelson Peltz to the Board of Directors of Procter & Gamble.
- Tiffany & Co.: Represented Jana Partners in its settlement agreement for three board seats at Tiffany & Co.
- BlackHawk Network: Represented Jana Partners in its settlement agreement for two board seats at BlackHawk Network.
- MagnaChip Semiconductor Corp.: Represented Engaged Capital in its settlement agreement for two board seats.
- Benchmark Electronics Inc.: Represented Engaged Capital in a successful proxy contest 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 Corporation.
- Medifast: Represented Engaged Capital in reaching agreement with Medifast Inc. 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 Juice: Represented Engaged Capital and JCP Investment Management in settlement agreement for board representation at Jamba Juice.
- AeroVironment: Represented Engaged Capital in connection with its activist campaign at AeroVironment.
- Rentech: Represented Engaged Capital and Lone Star Value in connection with their negotiation of a settlement for board representation at Rentech.
Land and Buildings
- Forest City: Represented Land and Buildings in connection with its activist campaign at Forest City.
- FelCor Lodging Trust: Represented Land and Buildings in connection with its activist campaign at FelCor Lodging Trust.
- New York REIT Inc.: Representing Land and Buildings in connection with its activist campaign at New York REIT Inc.
- MGM Resorts: Represented Land and Buildings in connection with its investment and activist campaign at MGM Resorts.
GAMCO Asset Management Inc.
- Myers Industries: Represented GAMCO in connection with its successful proxy contest at Myers Industries for three board seats and in its subsequent settlement agreement for one additional board seat.
- The Pep Boys: Represented GAMCO in reaching a settlement for three board seats at Pep Boys.
- Griffin Land & Nurseries: Represented GAMCO in a proxy contest for two board seats and the submission of a shareholder proposal.
- Materion Corporation: Advised GAMCO in reaching settlement for one board seat.
- Telephone & Data Systems: Represented GAMCO in a multi-year proxy contest for two board seats.
- Superior Industries: Represented GAMCO in a multi-year proxy contest for one board seat.
Starboard Value LP
- Office Depot: Represented Starboard in a consent solicitation seeking to remove and replace up to four Office Depot directors and a successful settlement negotiation that resulted in placing three directors on the board of Office Depot and a guarantee to place two of such directors on any combined board should a merger with OfficeMax be consummated.
- AOL: Represented Starboard in its proxy contest at AOL.
- Quantum Corporation: Represented Starboard in the negotiation of a settlement that placed three Starboard directors on the board of Quantum Corporation.
- Progress Software: Represented Starboard in its successful proxy contest at Progress Software.
- Wasau Paper: Represented Starboard in negotiating two consecutive settlements for total of four board seats at Wasau Paper.
- Regis Corporation: Represented Starboard in successful proxy contest for three board seats at Regis.
- MIPS Technologies Inc.: Represented Starboard in the negotiation of a settlement agreement for two board seats.
- Openwave Systems Inc.: Represented Starboard in obtaining two board seats at Openwave.
- Zoran Corporation: Represented Starboard in a successful consent solicitation, which replaced three board members.
- SeaChange International Inc.: Advised Starboard in obtaining one board seat in a negotiated settlement with SeaChange.
- SurModics Inc.: Advised Starboard in obtaining two board seats.
- Extreme Networks: Represented Starboard in connection obtaining board representation.
JCP Investment Management
- The Pantry: Represented an activist group led by JCP Investment Management in a successful campaign for the election of all three of their nominees by 6-to-1 and 4-to-1 margins.
- CST Brands: Represented JCP Investment Management in reaching a settlement agreement for one board seat and the initiation of a strategic alternatives review at CST Brands.
- Viad Corp: Represented an investor group led by JCP Investment Management in connection with their negotiation of an agreement with Viad granting them board representation.
- Morgan Foods: Advised JCP Investment Management in obtaining a board seat at Morgan Foods.
Lone Star Value
- Rentech Inc.: Represented Lone Star Value in its settlement agreement for one board seat.
- Harris & Harris Group: Represented Lone Star Value in its settlement agreement for one board seat.
- Edgewater Technology: Represented Lone Star Value in its settlement agreement for two board seats at Edgewater Technology as well as a subsequent consent solicitation by Lone Star Value and AMERI Holdings seeking to remove and replace all five non-executive members of Edgewater’s board and to initiate a review of strategic alternatives at Edgewater, including the potential acquisition of Edgewater by AMERI Holdings.
- Callon Petroleum Company: Represented Lone Star Value in its settlement agreement for one board seat.
- Novation Companies: Represented Lone Star Value in its settlement agreement for two of their director representatives on the board of Novation.
- Hudson Global: Represented Lone Star Value in a landslide proxy contest victory by 95 percent of the votes cast to elect all three of its nominees on the board of Hudson Global.
- SWS: Represented Lone Star Value in connection with a campaign in opposition to the announced merger of SWS with Hilltop Holdings following an unsolicited bid by Hilltop Holdings for all SWS stock and its nomination of nine director candidates to replace the majority of the current board.
- Antares: Represented Lone Star Value in connection with a high-profile activist campaign in Australia seeking the calling of an extraordinary general meeting of the stockholders to replace a majority of the board of Antares.
- Ciber: Represented Lone Star Value in connection with its successful settlement negotiation to obtain board representation at Ciber, a leading global information technology company.
- Dakota Plains: Represented Lone Star Value in obtaining board representation at Dakota Plains.
Other Activist and Hostile Merger & Acquisition Matters
- Represented Corvex Management in connection with its activist investment in Fidelity National Financial.
- Represented Marcato Capital in connection with its activist investment at Bank of New York–Mellon.
- Represented Steel Partners in settlement agreement with Aviat Networks Inc. for four board seats.
- Represented Blue Harbour Group in connection with its settlement agreement for board representation with Investors Bancorp.
- Represented TIG Advisors in connection with its campaign in opposition to the merger between Zale Corporation and Signet Jewelers, the two largest jewelry companies in the United States.
- Represented Quinpario and a group of four other finds in seeking to remove and replace Zoltek Company’s entire board of directors.
- Represented Coppersmith Capital, teamed up with Scopia Management, in connection with its nomination of three candidates to the board of directors of Alere.
- Represented Privet Fund Management in settlement agreement with Frequency Electronics Inc. for two board seats.
- Represented William J. Pulte in his settlement agreement with PulteGroup Inc. for one board seat.
- Represented the Stilwell Group in its settlement agreement with Anchor Bancorp for one board seat.
- Represented Nokomis Capital in settlement agreement with Telenav for one board seat and a second seat for a mutually agreed upon candidate.
- Represented Nokomis Capital in settlement agreement with Vishay Precision Group for board representation.
- Represented Lion Point Capital in agreement with ALLY Financial Inc. to consult in appointment of one director and drive value creation.
- Represented VIEX Capital Advisors in its successful proxy contest for five board seats at Support.com.
- Represented Bradley Radoff, Joshua Schechter and Oliver Press Investors LLC in its settlement agreement with Altisource Residential Corporation to add two new independent directors and purchase an additional $65 million of common stock.
- Represented Potrero Capital Research LLC in its successful withhold campaign and settlement agreement for one board seat with Datawatch Corporation.
- Represented Group 42 and Bradley Radoff in settlement agreement with Vaalco Energy to gain representation on its board of directors, including the replacement of two incumbent Vaalco directors and a third mutually-agreed upon director candidate. The agreement followed a decision by the Delaware Chancery Court ruling that Vaalco’s charter provision was invalid therefore confirming the validity of Group 42-BLR Group’s consent solicitation to remove directors without cause.
- Represented Broadfin Capital in reaching a settlement agreement gaining majority representation for board representation at Cardica and in its subsequent proxy contest which secured additional board representation for Broadfin at Cardica.
- Represented a dissident group of Miller Energy shareholders led by Bristol Capital in their activist campaign and settlement for board representation.
- Represented Archer Capital in connection with its investment in Lumos Networks, a fiber-based service provider of data, reconstituted its board by appointing two new directors recommended by Archer Capital following its engagement and constructive dialogue with Archer Capital.
- Represented FrontFour in a settlement agreement with OM Group for board representation.
- Represented Mining Investors for Shareholder Value (MISV), a dissident group, in the negotiation of two board seats at MAG Silver, a Canadian company.
- Represented Baker Street in its negotiation of a settlement agreement for one board seat at Walter Investment Management and permit Baker Street to acquire up to 25 percent of Walter’s outstanding shares.
- Represented Baker Street in connection with its investment-related filings with the SEC, the negotiation of the cooperation agreement and the secondary offering at USA Truck and in a subsequent year, represented Baker Street and Stone House Capital in the negotiation of a settlement for two board seats at USA Truck.
- Represented Baker Street in connection with its activist investment in Swift Energy.
- Represented Baker Street in its negotiation of a settlement agreement for two board seats at Xyratex, a Bermuda company.
Merger & Acquisition Deals
- Represented Ramius LLC in its unsolicited tender offer and acquisition of Cypress Bioscience, Inc.
- Advised Seneca Capital L.P. in opposition to the tender offer by Icahn Partners for Dynegy Inc.
- Represented GlobalOptions Group in the sale of all the stock of Bode Technology Inc.’s Forensic DNA Solutions and Products subsidiary, to SolutionPoint International Inc.
- Represented GlobalOptions Group in the sale of its Fraud and Special Investigation Unit to GlobalOptions Services Inc.
- Represented GlobalOptions Group in the sale of all the assets of its Preparedness Services Unit to Witt Group Holdings LLC.
- Represented GlobalOptions Group in the sale of SafirRosetti, the security consulting and design services unit of its Security Consulting and Investigations segment, to Guidepost Solutions LLC.
- Represented Steel Partners Holdings in its filing of a registration statement on Form 10 with the SEC registering Steel’s common units pursuant to the Securities Exchange Act of 1934.
- Represented Micronet Enertec Technologies Inc. in its $9.3-million public offering of 1,620,000 shares of its common stock and warrants to purchase 931,500 shares of common stock and listing to The NASDAQ Capital Market.
- Represented FirstService Corporation in connection with its agreement with a syndicate of underwriters for the sale of $70-million principal amount of convertible unsecured subordinated debentures.
“Activism this Week,” Activist Insight, Nov. 16, 2018 (quoted)
Contributor, Shareholder Activism Insight (SRZ in association with Activist Insight and Okapi Partners), October 2018
“Shaping the Future of Shareholder Activism: An Investigation of 2018 Activist Trends,” Forbes, Sept. 12, 2018 (interview)
“U.S. and Asia Propel M&A Activism Surge,” Activist Insight, Aug. 29, 2018 (quoted)
“Activism this Week,” Activist Insight, July 20, 2018 (quoted)
“Lessons Learned From Trian’s Campaign at Procter & Gamble,” Harvard Law School Forum on Corporate Governance and Financial Regulation, March 2018
“Better Talent Is Helping Activists Break Through Bigger Firms,” HFM Week, March 2018
“2018 Trends – U.S. Hedge Funds, and U.K. Targets,” Forbes, Jan. 31, 2018 (interview)
Contributor, The Activist Investing Annual Review 2018 (Activist Insight in association with SRZ)
“Shareholder Activism: Investor Objectives, Strategies and Key Considerations,” Lexis® Practice Advisor, December 2017 (author)
“The Lawyers Behind Activist Shareholder’s Run for P&G’s Board,” Bloomberg Law, Nov. 16, 2017 (interview)
“Activism – A Return to Large-Caps and an Eye on Europe,” Forbes, Sept. 14, 2017 (interview)
“Activists Wage Fewer, Yet More Sophisticated, Campaigns This Year,” Agenda – Financial Times, May 2017 (quoted)
“The Activist Push for Spin-offs,” IR Magazine, Sept. 25, 2015
“REIT Governance and Activism,” PLI Real Estate M&A and REIT Transactions 2019, January 2019
“Effective Communications and Campaigning,” SRZ Shareholder Activism in Europe Seminar, London, November 2018
“Deal Activism: How Dealmakers Can Prepare For and Respond to Activist Campaigns Against M&A Transactions,” PLI Preparing for Shareholder Activism: What You Need to be Doing Now 2018, New York, November 2018
“Activism: 2018 and What's Next,” SRZ 9th Annual Shareholder Activism Conference, New York, October 2018
Moderator, “Case Study: Voce Capital at Natus,” SRZ 9th Annual Shareholder Activism Conference, New York, October 2018
“Activist M&A: Highlights and Horizons in 2018,” Skytop Strategies Global Shareholder Engagement & Activism Summit, Toronto, September 2018
The Women’s 100 Conference, New York, June 2018
“Governance, Stewardship and Activism,” IBA 17th Annual International Mergers & Acquisitions Conference, New York, June 2018
“U.S. Activists: How They Are Targeting U.K. Companies,” Skytop Strategies Shareholder Engagement & Communications London, London, February 2018
“Shareholder Activism,” SRZ 27th Annual Private Investment Funds Seminar, New York, January 2018
“Corporate Governance Update: A Discussion of Non-Voting Share Structures and Classified Board,” ArrowCon Events Shareholder Engagement in Canadian Companies 2017, Toronto, November 2017
“Current Trends in Shareholder Activism,” SRZ 8th Annual Shareholder Activism Conference, New York, October 2017
“The Role of Institutional Investors in Activist Campaigns,” Skytop Strategies Global Shareholder Engagement & Activism Summit, New York, September 2017
“Outlook for Shareholder Activism: Strategies of Engagement and Shareholder Dialogue — or Legal Strategies of Attack and Defense in Hong Kong?,” AIIFL Shareholder Engagement and Activism Seminar, Hong Kong, November 2016
“Activism: Rarely Understood, Yet Hotly Contested,” Fordham Finance Society 1st Annual Trending in Finance Conference, New York, April 2016
“Outlook for Shareholder and Debt-Based Activism in Germany: Strategies of Engagement, Shareholder Dialogue or Legal Strategies of Defense,” ILF and de Chapeaurouge + Partners Shareholder and Activism Hedge Fund Seminar, April 2016
“2016 Proxy Season Preview,” Bloomberg BNA Webinar, January 2016
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