Elizabeth R. Gonzalez-Sussman
Top rated Securities & Corporate Finance attorney in New York, New York
Olshan Frome Wolosky LLP
Practice Areas: Securities & Corporate Finance, Mergers & Acquisitions, Business & Corporate
Licensed in New York since: 2005
Education: Columbia Law School
Selected to Super Lawyers: 2022 - 2023 
Selected to Rising Stars: 2011 - 2019 Olshan Frome Wolosky LLP
1325 Avenue of the Americas15th Floor
New York, NY 10019 Phone: 212-451-2206 Email: Elizabeth R. Gonzalez-Sussman Visit website
Details
As a member of Olshan's Corporate/Securities Law Group and Activist & Equity Investment Practice, Elizabeth R. Gonzalez-Sussman counsels clients in the areas of corporate and securities law, mergers and acquisitions, and shareholder activist situations.
Elizabeth represents and provides strategic guidance to hedge funds and other large investors in shareholder activist situations, including large stock accumulations, behind-the-scenes engagements, letter writing campaigns, exempt solicitations, submitting shareholder proposals, negotiating settlements, running proxy contests, undertaking hostile takeovers and other activist related M&A activity. As Head of ESG Activist Investing, Elizabeth leads ESG-focused campaigns and regularly speaks on ESG developments, including boardroom diversity issues. Elizabeth also advises individual directors and management teams in board disputes at private and public companies. Recent representations have included negotiated settlements by various investor groups at Momentive Inc., Kohl’s Corporation, and Bed Bath & Beyond, a successful proxy campaign for control by an investor group at EQT Corporation, and the successful unsolicited acquisitions of Perry Ellis International, by its founder George Feldenkreis, and R.R. Donnelley & Sons, by Chatham Asset Management.
Elizabeth also assists both public and privately-held companies in mergers and acquisitions, capital raising transactions, tender and exchange offers, and general corporate and securities law matters, including SEC reporting and corporate governance.
Elizabeth has been recognized as a “Leading Lawyer” in Corporate/M&A: Shareholder Activism by Chambers USA in 2022 and 2021. Chambers noted that "Elizabeth is a very talented lawyer. She is an excellent negotiator who is great at narrowing down to key issues and giving extremely pragmatic advice."
She also has been recognized as a Tier 1 "Leading Lawyer" in The Legal 500 U.S. in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders since 2020 and previously was recognized as a "Recommended Lawyer" in the same category in 2019 and named to the "Notable Women in Law " by Crain's New York Business in 2019 and 2020 and "Notable Diverse Leaders in Law" by Crain's New York Business in 2022.
Elizabeth is serving as Campaign Treasurer for Governor Kathy Hochul, New York State's first female Governor.
First Admitted: 2005, New York
Professional Webpage: http://www.olshanlaw.com/attorneys-Elizabeth-Gonzalez-Sussma...
- Represented an investor group led by Macellum Advisors, Ancora Advisors and Legion Partners in connection with its nomination of directors at Kohl’s Corporation. Subsequently negotiated a settlement to add three new independent directors to the Board.
- Represented Contrarian Capital Management in connection with its hostile third party tender offer for trust interests in Woodbridge Liquidation Trust.
- Represented GAMCO Investors in a modified Dutch auction tender offer for its common stock.
- Represented Quest Resource Holding Corporation in a registered direct offering of common stock to fund future acquisitions.
- Represented The LGL Group in connection with distributing a warrant dividend to holders of its common stock.
- Represented Contrarian Capital Management in connection with its third party tender offers for trust interests and partnership interests in Life Partners Liquidation Trust and Life Partners IRA Holder Partnership, LLC.
- Represented Landry's, Inc. in the acquisition of Beso LLC, a Las Vegas steakhouse whose primary investor is Eva Longoria, in a Section 363 asset sale.
- Represented Landry's, Inc. in the acquisition of McCormick & Schmick's Seafood Restaurants through a tender offer and merger.
- Acted as M&A and corporate finance counsel to Steel Energy Ltd. in its acquisition of Black Hawk Energy Services, Inc., a work over and completion rig company, and the related financing.
- Acted as M&A and securities counsel to EMRISE Corporation in the sale of substantially all of its assets and dissolution.
- Represented George Feldenkreis, founder and former Executive Chairman of Perry Ellis International, Inc., in his $437 million acquisition of Perry Ellis.
- Represented Morgan Group Holding Co. in its acquisition of G.research from Associated Capital Group, Inc.
- Represented Quest Resource Holding Corporation in its asset purchase of Green Remedies Waste and Recycling Inc. and the related financing.
- Represented Legion Partners and Ancora Advisors in the successful negotiation of a settlement agreement with SPS Commerce, Inc., whereby the Board agreed to appoint three new independent directors and reduce the size of the Board by one at the next annual meeting.
- Represented Legion Partners and 4010 Capital in the successful negotiation of a cooperation agreement with Genesco Inc., whereby the Board agreed to appoint two new independent directors, appoint the new independent directors to the Board’s Strategic Alternatives Committee and undertake an updated review of strategic alternatives.
- Represented Legion Partners in the successful negotiation of a cooperation agreement with NutriSystem, whereby the Board agreed to appoint two new independent directors and engage a leading global consultant firm.
- Represented Legion Partners in the successful negotiation of a cooperation agreement with Edgewell Personal Care, whereby the Board agreed to appoint two new independent directors, implement a director resignation policy in connection with its majority voting standard and evaluate whether it would be in the best interests of the Company to reincorporate in Delaware.
- Represented Legion Partners in connection with a cooperation agreement to appoint two directors to the Board at NN, Inc.
- Represented Legion Partners in connection with a cooperation agreement and renewal agreement to appoint one director to the Board at Vonage.
- Represented Legion Partners in connection with a cooperation and support agreement to appoint one director to the Board at Landec Corp.
- Represented Legion Partners in connection with a cooperation agreement with OneSpan Inc. in which joined the board and three incumbent directors agreed to retire over the next year.
- Represented Gilead Capital in its activist campaign at Landauer, Inc. and subsequent negotiation of a settlement agreement resulting in the appointment of Jeffrey Strong to the Board and agreement to appoint a new mutually agreeable independent director.
- Represented Macellum Advisors in its 2017 activist campaign at Citi Trends, resulting in the election of Macellum nominee Jonathan Duskin to the Board. Subsequently represented Macellum and Mr. Duskin, who continues to serve on the Citi Trends Board, in the successful negotiation of a settlement agreement with Citi Trends, resulting in the agreement to nominate one new independent director recommended by Macellum Advisors at the 2019 annual meeting and search for a new independent director to replace two existing members on the Board.
- Represented George Feldenkreis, founder and former Executive Chairman of Perry Ellis International, Inc., in his nomination of directors and successful unsolicited $437 million acquisition of Perry Ellis.
- Represented Legion Partners, Macellum Advisors and Ancora Advisors in connection with their active engagement and nomination of a full slate of directors at Bed Bath & Beyond. Subsequently negotiated a settlement agreement in which four new independent directors identified by the investor group were added to the Board following the resignation of eight long-serving directors, including the two executive chairmen and CEO.
- Represented a shareholder group led by Toby Rice, Derek Rice, Will Jordan and Kyle Derham (the Rice Team) in their activist campaign at EQT Corporation, the largest natural gas producer in the United States, resulting in the election of all seven of the Rice Team’s nominees and replacement of the CEO with Toby Rice. The proxy contest involved the use of a universal ballot, a first in the United States involving a control slate of directors, in which all of the company and dissident’s nominees appeared on their respective proxy cards.
- Represented Impactive Capital in connection with its enagagement and settlement agreement with Avid Technology, which added a principal of Impactive Capital to the Board.
- Represented Cygnus Capital in its successful exempt solicitation against a proposed charter amendment at Ashford Hospitality Trust, Inc. that would have converted all outstanding preferred stock into common stock.
- Represented White Hat Capital Partners in its first-ever nomination of directors and subsequent settlement for one board seat at Spok Holdings with a limited standstill agreement.
- Represented Ancora Advisors and Macellum Advisors in connection with their active engagement and nomination of a full slate of directors at Big Lots. Subsequently negotiated a settlement agreement in which three new independent directors were added to the Board.
- Represented D.C. Capital in connection with its first-ever nomination of a director at Superior Industries, in which the company agreed to the appointment of the nominee to the Board without a standstill agreement.
- Represented Hestia Capital and Permit Capital in a successful campaign to win two Board seat at GameStop Corp., after representing the group in the prior year in a settlement that had added two independent directors to the Board.
- The Harvard Law School Forum on Corporate Governance published an article on Nasdaq's Proposal for New Listing Rules entitled "Nasdaq Proposes New Listing Rules Related to Board Diversity" written by Ron Berenblat and Elizabeth Gonzalez-Sussman. The article addresses the new listing rules for companies related to the diversity of their company boards., Co-Author, Nasdaq Proposes New Listing Rules Related to Board Diversity, Harvard Law School Forum on Corporate Governance, 2020
- The Harvard Law School Forum on Corporate Governance recently published an article authored by Ron S. Berenblat, Elizabeth R. Gonzalez-Sussman, Claudia B. Dubon, Rebecca L. Van Derlaske, Ian A. Engoron, Sarah R. Matchett, and Nikoleta Jaupi entitled "Racial Equity Audits: A New ESG Initiative." This article provides an overview of Racial Equity Audits, including how they fit into the current ESG landscape, the impact they can have on a company’s social equity policies and practices, financial returns and growth, the recent push for these audits at companies through Rule 14a-8 shareholder proposals, proxy advisory firm positions in this area and related issues and considerations. , Co-Author, Racial Equity Audits: A New ESG Initiative, Harvard Law School Forum on Corporate Governance, 2021
Office location for Elizabeth R. Gonzalez-Sussman
1325 Avenue of the Americas
15th Floor
New York, NY 10019
Selections
- Super Lawyers: 2022 - 2023
- Rising Stars: 2011 - 2019