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Olshan achieves unprecedented victory in proxy fight

Starboard Value LP, a well-regarded activist hedge fund based in New York and represented by New York law firm Olshan Frome Wolosky LLP,  has won full control of the board of directors of Darden Restaurant Inc., owner of popular restaurant chains such as the Olive Garden, after a failed attempt to reach a settlement. 

When Starboard bought into Darden, it began a standard activist campaign, both privately and publicly calling for changes to business strategy and corporate governance in order to enhance shareholder value. Darden ignored the concerns voiced by a majority of its shareholders and nevertheless went ahead with a sale of its Red Lobster restaurant chain. This blatant disregard for its shareholders paved the way for Starboard to capitalize on this shareholder discontent and propose a new, full slate of director nominees, comprised of savvy restaurant industry veterans, such as the founder of TGI Friday’s Inc. and the former CEO of Burger King. 

During the proxy contest, Starboard’s proposed slate of directors earned even greater credibility when the top proxy advisers Institutional Shareholders Services Inc. and Glass Lewis & Co. LLC resoundingly endorsed not just all of the nominees, but also Starboard’s overhaul plan for transforming the company. Darden vehemently fought back, making a number of last-minute changes that failed to curry favor with shareholders, while Starboard, having secured the support of institutional investors, appealed to Darden’s large retail shareholder base. Finally, at Darden’s Annual Meeting, shareholders voted to replace its entire board with the slate of 12 directors nominated by Starboard. 

The Wall Street Journal, The New York Times DealBook, CNBC, Bloomberg and Reuters all published stories about what Law360 described as a “landmark victory in one of the most contentious proxy fights of the year.” 

Olshan Frome Wolosky LLP partner Steve Wolosky, named by Reuters as a “go-to” lawyer for activist investors, with partner Andrew Freedman and associate Meagan Reda, represented Starboard in this historic win and continue to counsel Starboard in other activist campaigns to increase shareholder value at other companies. 

To learn more about the campaign, please contact LAWorld member and Olshan partner Andrew Lustigman at alustigman@olshanlaw.com, who will be able to put you in touch with the team. 

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