Lori Marks-Esterman
Top rated Business Litigation attorney in New York, New York
Olshan Frome Wolosky LLP
Practice areas: Business Litigation, Business & Corporate
Licensed in New York since: 1999
Education: The George Washington University Law School
Selected to Super Lawyers: 2013 - 2026 
Selected to Rising Stars: 2012 Olshan Frome Wolosky LLP
1325 Avenue of the Americas15th Floor
New York, NY 10019 Phone: 212-451-2257 Email: Lori Marks-Esterman Visit website
Details 
Lori Marks-Esterman is among the nation’s leading shareholder litigators and corporate governance experts. She is the head of Olshan’s Shareholder Activism Litigation Practice, represents investors and other stakeholders in capital markets matters and other complex commercial disputes. She is a seasoned trial attorney proficient in handling capital markets litigation and corporate governance disputes.
Hedge funds, private equity companies, shareholder activists and other public and private entities entrust their most challenging litigation matters to Lori. She litigates and has secured critical wins in multibillion-dollar litigation matters in influential jurisdictions in securities-related litigation, M&A disputes and cases involving corporate governance, shareholder activism, breach of fiduciary duty, D&O liability and breach of complex, commercial agreements.
Lori also advises investors, stockholders and directors on the full range of governance issues, including fiduciary duties, conflicts of interest, board and committee structure, shareholder and director rights and duties, proxy contests and compliance with governance best practices.
Lori’s sharp litigation skills, coupled with her corporate governance expertise, allow her to assess risk, define strategy and devise business solutions that deliver results. Investors in private and public companies routinely rely on Lori in high-profile contentious activist matters. She has served as lead trial counsel in several highly sophisticated matters tried in the Delaware Court of Chancery and New York courts.
Lori also has significant experience in cross-border matters, utilizing Section 1782 cases to obtain critical evidence in the U.S. for use in foreign litigation. Working closely with foreign co-counsel, Lori develops case and discovery strategies for foreign disputes. Among these, she represented IsZo Capital LP in the Southern District of New York in a $170 million private placement dispute that culminated in what various media called “an epic” victory. She also recently secured a multibillion-dollar precedent-setting win on a Section 1782 application that sought discovery from multiple corporate respondents in a $2.7 billion merger. Lori has been instrumental in obtaining precedent-setting wins, and her consistent success in these matters has helped increase the potency of Section 1782 as a tool in litigation involving international business transactions.
A fierce, persistent and zealous advocate, Lori evaluates the pros and cons of the client’s position and then leverages the pressure points through the various stages of litigation to routinely deliver successful results. With a clear understanding of the problems and her clients’ goals in mind, she plots a strategic course focused on the finish line. Chambers commented that “Lori is an excellent litigator. She assesses a situation and develops a realistic and appropriate legal strategy.”
Lori is a frequent speaker at conferences and panels focused on shareholder activism and corporate governance matters and has guest lectured at classes at the University of Pennsylvania Law School and has been a speaker at the Annual Tulane Corporate Law Institute. Lori is also a fellow of the prestigious Litigation Counsel of America, an invitation-only trial lawyers’ honorary society recognizing excellence among American litigation and trial counsel. She is a member of Olshan’s Executive Committee, Women’s Committee and Diversity & Inclusion Committee.
First Admitted: 1998, New Jersey
Professional Webpage: https://www.olshanlaw.com/attorneys-Lori-Marks-Esterman.html
Bar / Professional Activity
- New York
- U.S. District Court for the Eastern District of New York
- U.S. District Court for the Southern District of New York
- Litigation Counsel of America
- Fellow of the American Bar Foundation
- New York City Bar Association
- 100 Women in Finance
- Co-Founder, Women in Alternatives, a senior-level women’s group focused on advancing the interests of professional women in the alternative investment space
Verdicts / Settlements (Case Results)
- Brought an action in Delaware Court of Chancery against primary health care provider Cano Health, Inc. whose stock price plummeted by 92% in the years following its IPO. In 2023, Olshan clients Elliot Cooperstone and Lewis Gold (together with Barry Sternlicht, plaintiffs), former directors of Cano and 35% shareholders, filed a complaint and motion for expedited proceedings against the company and its board in the Delaware Court of Chancery, seeking an injunction to reopen the company’s window for director nominations and shareholder proposals due to material events that occurred and material information that came to light after the nomination window closed. A withhold campaign was launched in tandem with the litigation. Plaintiffs alleged the company and its affiliates had engaged in a series of conflicted transactions with the CEO and members of his immediate family and that after the nomination window closed, the balance of the board formed a special committee intentionally designed to usurp the power of the full board, which precipitated Plaintiffs’ campaign. After securing a motion to expedite, Olshan’s team completed discovery in less than three weeks, including seven depositions. The parties submitted approximately 250 exhibits in advance of the hearing. Although the court denied Plaintiffs’ motion, finding that under Delaware law, the alleged conduct did not constitute “fundamental changes in the operation and management” of the company, the combined efforts of the litigation and withhold campaign were successful. At the annual meeting, over 80% of shareholders voting withheld votes from the company’s nominees for re-election. Further, the conflicted CEO was forced to step down effective immediately.
- Olshan client Strategic Investment Opportunities LLC (SIO) brought two proceedings in the Delaware Court of Chancery in its effort to nominate a slate of directors at the annual meeting of Lee Enterprises, Inc. (Lee). In the first litigation, SIO alleged breach of fiduciary duty against the Lee board and sought expedited injunctive relief. In less than a week, after Olshan completed expedited discovery, seven depositions, expert reports, and pre-trial briefs, the trial was held. The court found for the defendants, finding that SIO had not complied with Lee’s advance notice bylaws. Although SIO did not prevail on its claim, the case is important because it clarifies the standard of review applicable to a board’s conduct in a contested election. In the second litigation (Lee II), SIO challenged Lee and the board’s use of the plurality voting standard at the upcoming annual meeting election, alleging the nominations were invalid, a position the court upheld. Thereafter, following briefing and oral argument, the court denied SIO’s motion to expedite and for a temporary restraining order, holding that SIO could pursue its claims following the annual meeting. The court reasoned that SIO had stated colorable claims that the application of a plurality voting standard where only incumbents were running was inconsistent with the bylaws but did not grant the relief sought in view of the imminent meeting date. To our knowledge, Lee II is the first time the court has interpreted a bylaw requiring a majority voting standard in an uncontested election.
- Successfully represented Kingstown Partners Master Ltd. (Kingstown) in an §1782 application to the Southern District of New York seeking discovery from multiple corporate respondents to support a Cayman Islands appraisal proceeding in connection with a $2.7 billion merger. Kingstown and other dissenting shareholders alleged multiple conflicts of interest In re Kingstown Partners Master Ltd., No. 21-MC-691-LTS (S.D.N.Y. April 8, 2022). The 1872 application was necessary because Cayman courts lack jurisdiction to order discovery from foreign-domiciled third parties in appraisal proceedings. The court (Hon. L. Swain) rejected the respondents arguments that Kingstown was seeking to circumvent foreign restrictions on evidence and that the discovery requests were unduly broad and irrelevant to the fair value determination and found in our client’s favor, granting all written discovery Kingston sought. This decision has important precedential value given the increasing frequency of litigation over international business transactions, and the increasing potency of § 1782 as a tool for litigants.
- Arbitrating an employment raiding case before the NASD between two large financial institutions.
- Defended a real estate developer against claims of estoppel and fraud in connection with a restaurant project on Hudson Street, achieving successful settlement of all claims in advance of trial.
- Litigated claims on behalf of a sponsor in a dispute following a complex “cond-op” conversion, which resulted in successfully amending the condominium declaration and proprietary lease.
- Represented a ground lessor in prosecuting claims against the ground lessee for violating the lease, and successfully negotiated resolution of those claims.
- Defended an executive against claims of RICO violations, fraud, unfair competition, tortious interference, and Federal Computer Fraud and Abuse Act violations in separate actions, and successfully obtained dismissal of all such claims.
- Represented a minority owner of an apparel company in a multimillion-dollar buyout seeking appraisal rights in which the client ultimately received a favorable settlement.
- Successfully prosecuted breach of employment claims for a public company against its former CEO who maliciously disseminated confidential and attorney/client privileged information.
- Achieved a favorable resolution through mediation of securities fraud claims in connection with a multimillion-dollar private placement investment.
- Negotiated a favorable resolution for a ground lessor stemming from its lessee’s failure to maintain the premises as a first-class boutique hotel.
- Prosecuted claims of fraud and breach of fiduciary duty on behalf of a real estate developer against the developer’s partners.
- Represented an inter-dealer broker and its executive in massive business tort action involving computer hacking and corporate espionage.
- Negotiated a multimillion-dollar settlement for a managing director terminated from a private equity firm.
- Obtained reversal from the First Department for a major restaurant franchisee on claims of apparent authority relating to the real estate owner’s operating agreement.
- Represented IDX Capital LLC in a six-week jury trial in the Commercial Division State of the Supreme Court in New York County after which the jury awarded IDX, and two of its former principals, $8.25 million, including punitive damages, against two former business associates whose actions doomed a potential $25 million buyout of the Firm by Knight Capital Group Inc.
- Represented an affiliate of Forest City Ratner in a trial in the Commercial Division of the State Supreme Court in Nassau County in recovering a six-figure advance made to an electrical contractor, who later withdrew when the parties could not come to terms on a final contract. The Court awarded a judgment for virtually all of the amount advanced, including pre-judgment interest. The award provides protection for developers when wayward subcontractors do not return funds that are advanced.
- Represented real estate development client Bonjour Capital in successful resolution involving claims of breach of the parties’ operating agreement, fraud and breach of fiduciary duty, as well as claims for aiding and abetting fraud and attorney deceit in violation of Judiciary Law § 487 against the attorneys who facilitated the fraudulent transaction involving one-third ownership interest in a hotel enterprise.
- Represented Elliott Management Corporation in a successful resolution of a putative class action brought purportedly on behalf of the shareholders of American Capital, Ltd. to challenge the merger between American Capital (ACAS) and Ares Capital Corporation. Though the acquisition closed on January 3, 2017, with the approval of 96% of approval of shareholders, the plaintiffs, in an effort to avoid the cleansing effect of the shareholder vote, alleged that Elliott, an activist shareholder who owns just 5.8% of the voting shares, is a controlling shareholder in ACAS.
- Represented private equity company Princeton Ventures II, LLC in a successful resolution of claims filed in the Delaware Court of Chancery relating to its $24 million preferred private equity investment in European Wax Center (EWC).
- Successfully represented shareholder activist client Potomac Capital Partners II LP (Potomac) in defending claims in the Delaware Court of Chancery, which alleged that Potomac had aided and abetted alleged breaches of fiduciary duty by the directors of PLX Technology Inc. The Court of Chancery awarded judgment in Potomac’s favor, and the Supreme Court of Delaware affirmed.
- Represented former shareholders of a Cayman public company who were exercising their statutory appraisal rights under Cayman Islands law in a going-private transaction valued in excess of $4 billion. We filed three separate federal actions – in New York, California and Florida - pursuant to 28 U.S.C. § 1782 seeking discovery for use in the underlying foreign appraisal proceeding. We were successful in each action and obtained critical discovery from key targets for use in the appraisal proceeding.
- Represented Israeli company Paltop Advanced Dental Solutions Ltd. and its founder Sam Topaz in a bitterly fought company-control battle with the officers and directors of Keystone Dental, Inc., the Delaware company Paltop had merged with. The new merger was to be governed equally by Paltop and Keystone representatives, and Paltop, was to be run by Topaz, however, soon thereafter Keystone’s officers and directors took aggressive and unlawful actions to freeze Topaz out. Olshan filed a motion for a status quo order seeking expedited relief in the Delaware Court of Chancery, which restored company governance to the status quo as it existed before the defendants’ unlawful activities.
- Successfully represented FrontFour Capital Group LLC and FrontFour Master Fund, Ltd., in a class action brought on behalf of the shareholders of Medley Capital Corporation (MCC) in a highly expedited trial in the Delaware Court of Chancery that concluded that MCC’s board had breached its fiduciary duty in approving a merger transaction with MCC’s affiliates, Medley Management, Inc. and Sierra Income Corporation, and enjoined the pending transaction.
Educational Background
- J.D., with honors, George Washington Law School
- B.A., magna cum laude, Binghamton University
Scholarly Lectures / Writings
- Olshan litigation partner John Moon and Chair of Litigation Lori Marks-Esterman authored an article in New York Law Journal, with assistance from litigation associate Daniel Stone, entitled “’Envy of the World’: Equity Markets and the Compelling Need for Robust Disclosure Under Regulation S-K.” In the article, John, Lori and Daniel discuss how courts have traditionally recognized that investors’ faith in the accuracy of issuer statements is central to investor confidence and the securities market. Investor confidence protects against price shocks and ensures ongoing market stability. However, the authors point to an April 2024 Supreme Court decision that held that an issuer’s omission of a known material trend cannot alone support a claim for securities fraud. “The court reasoned that only ‘half-truths’ are actionable, whereas ‘pure omissions’ are not,” they write. “While an incomplete disclosure of known trends can support a claim of securities fraud, leaving out all known trends is immune from private suit.” The authors note that former senior leaders of the SEC support a private right of action for “pure omissions” to complement SEC enforcement efforts. “Certainly, diligent investors and creative securities lawyers will still discover misleading half-truths from unscrupulous issuers,” they write. “More importantly, the Supreme Court’s decision creates unfortunate uncertainty, as well as externalities, in our capital markets by immunizing issuers who omit known risks entirely.”, Co-Author, ’Envy of the World’: Equity Markets and the Compelling Need for Robust Disclosure Under Regulation S-K, New York Law Journal, 2024
- Olshan Chair of Litigation Lori Marks-Esterman authored an article in Attorney at Law Magazine entitled “Section 1782: The Little-Known Superpower Used in U.S. Courts to Help Win Foreign Litigations.” In the article, Lori outlines how Section 1782 can be a powerful tool in foreign litigation. The statute allows U.S. district courts to compel a person or entity “found” in the U.S. to produce discovery in connection with a foreign proceeding. However, as Lori points out, the statute and applicable caselaw contain plenty of hurdles and some limitations to the court’s power, including three statutory prerequisites and four discretionary factors. "Among the three statutory factors, the 'for use' requirement is most frequently challenged by discovery targets in the United States," Lori writes. "Targets frequently argue that the discovery is not 'for use' in the foreign proceeding if the petitioner cannot demonstrate specifically how the evidence will be used in the foreign proceeding, or that the evidence will be admissible in the foreign court." Despite the challenges in seeking discovery via Section 1782, foreign litigants can overcome the lengthy requirements with careful consideration of how to meet the Section 1782 requirements. In the article, Lori reviews the potential pitfalls applicants often get tripped up on, and how to avoid them., Author, Section 1782: The Little-Known Superpower Used in U.S. Courts to Help Win Foreign Litigations, Attorney at Law Magazine, 2024
- Olshan litigation partner John Moon and Chair of Litigation Lori Marks-Esterman authored an article in Bloomberg Law (subscription required) entitled “Supreme Court SEC Disclosure Ruling Confusing for Courts, Markets.” In the article, John and Lori outline the implications of the SCOTUS ruling in Macquarie Infrastructure Corp. v. Moab Partners. The Court ruled that misleading “half-truths” in an MD&A are unlawful, but “pure omissions” of material information are not subject to shareholder suit. This ruling creates uncertain waters for public companies and investors to navigate. "The Supreme Court has diminished the critical Item 303 disclosures by immunizing noncompliance from private lawsuits,” they write. “In Macquarie, the court held that an issuer’s omission of a known material trend—despite the statutory and regulatory obligation to disclose it—can’t alone support a private claim for securities fraud under Section 10(b) and Rule 10b-5, the Exchange Act’s most sweeping anti-fraud tools." John and Lori explain, “Issuers who entirely omit a known trend or risk will be sheltered from private lawsuits. But the court was clear that private parties could still bring claims based on ‘misleading half-truths.’ Proving whether an Item 303 violation was a pure omission or a half-truth will vex courts in the years to come.", Co-Author, Supreme Court SEC Disclosure Ruling Confusing for Courts, Markets, Bloomberg Law, 2024
- Olshan Chair of Litigation Lori Marks-Esterman authored an article in New York Law Journal entitled “Section 1782 is a Little-Known Superpower for Foreign Litigants.” In the article, Lori writes that foreign litigants can benefit from discovery and testimony granted by 28 U.S.C. § 1782 (Section 1782) subpoenas, which have the full scope and authority of domestic discovery. However, she explains that while the statute is seemingly straightforward, navigating the landscape of Section 1782 can be challenging. Applicants must meet three statutory prerequisites, and then must demonstrate that four discretionary factors weigh in favor of granting the application. As Lori notes, U.S. Courts have broad deference in weighing the discretionary factors, and in determining whether to grant a Section 1782 application. Careful planning and execution – including a thorough understanding of the nature of the claims in the foreign proceedings and detailed research into the potential discovery targets – are essential for a successful court outcome. , Author, Section 1782 is a Little-Known Superpower for Foreign Litigants, New York Law Journal, 2024
- Olshan Chair of Litigation Lori Marks-Esterman, partner Adrienne Ward and counsel Jacqueline Ma authored an article in Law360 (subscription required) entitled “How Advance Notice Bylaws Are Faring In Del. Courts.” In the article, the authors explain how, after the SEC adopted a rule requiring the use of universal proxy cards in contested annual director elections, hundreds of public companies have amended their advance-notice bylaws governing shareholder nomination procedures. The rule requires that both companies and dissident shareholders issue proxy cards that include all nominees as opposed to single-slate ballots—though there have been unintended consequences. “While several reasons may underlie this trend,” Lori, Adrienne and Jacqueline write, “one factor is clear: When corporate boards amended their ANBs to address changes related to the universal proxy card rule, many went further, modernizing by adopting provisions specifically aimed at increasing the barriers to a successful dissident nomination. The most concerning trend, from an activist perspective, is the adoption of ANBs that require disclosure of wide-ranging information about the nominating shareholder’s and nominees’ relationships, which extend far beyond federal requirements.” They outline that recent court decisions demonstrate that the courts are engaging in extra reviews of bylaws to balance the competing interests of shareholders and boards: “The Supreme Court may further clarify the standard of scrutiny that applies to bylaw challenges. We expect that the Delaware courts will continue to carefully balance these interests, and that draconian ANBs that improperly interfere with the stockholder franchise will be struck down.”, Co-Author, How Advance Notice Bylaws Are Faring In Del. Courts, Law360, 2024
- Olshan Chair of Litigation Lori Marks-Esterman authored an article for Bloomberg Law (subscription required) in which she discusses how foreign litigants can effectively use Section 1782 to obtain valuable information from US individuals and companies to aid their case. “Because foreign discovery rules are frequently limited, offshore litigants increasingly turn to 28 U.S.C. § 1782, which permits production of documents and testimony in the U.S. for use in foreign litigation,” Lori explains. Lori discusses the complexities of Section 1782 and the challenges one may face, and outlines a recent successful decision she obtained for an offshore litigant to obtain 1782 discovery from a California-based company: “The complexities of the statute require careful planning and execution for a successful court outcome.”, Author, How to Obtain Discovery in the US for Use in Foreign Litigation, Bloomberg Law, 2023
- Equitable Review in the Delaware Court of Chancery: Revisiting ‘Schnell,’ ‘Blasius’ and the Court’s Role as Equitable Gatekeeper To Protect the Stockholder Franchise., Co-Author, Equitable Review in the Delaware Court of Chancery: Revisiting ‘Schnell,’ ‘Blasius’ and the Court’s Role as Equitable Gatekeeper To Protect the Stockholder Franchise, New York Law Journal, 2022
- Chancery Court Enjoins Annual Meeting in Defense of Stockholder FranchisePosted by Andrew Freedman, Lori Marks-Esterman, and Kenneth Silverman, Olshan Frome Wolosky LLP, on Thursday, September 22, 2022, Co-Author, Chancery Court Enjoins Annual Meeting in Defense of Stockholder Franchise, Harvard Law School Forum on Corporate Governance, 2022
- The NYSBA Inside published an article authored by Lori Marks-Esterman entitled, "Trial Practice: New York Commercial Division vs. Delaware Court of Chancery." This article discusses which forum provides the better option for litigation matters., Author, Trial Practice: New York Commercial Division vs. Delaware Court of Chancery, NYSBA Inside, 2021
- The Harvard Law School Forum on Corporate Governance recently published an article authored by Andrew M. Freedman, Lori Marks-Esterman, and Ron S. Berenblat entitled "Chancery Court Highlights Importance of Delivering Nomination Notices Ahead of Advance Notice Deadlines." The article discusses the decision in a recent case that will likely lead to how courts will view advance notice bylaws in the context of a shareholder activist's nomination of a dissident slate of directors., Co-Author, Chancery Court Highlights Importance of Delivering Nomination Notices Ahead of Advance Notice Deadlines, Harvard Law School Forum on Corporate Governance, 2021
- The Harvard Law School Forum on Corporate Governance recently published an article authored by Lori Marks-Esterman, Steve Wolosky, and Andrew Freedman entitled "Delaware Supreme Court Affirms AmerisourceBergen Ruling that Company Must Produce Documents." The article discusses the December 202 Delaware Supreme Court decision in AmerisourceBergen corporation v. Lebanon county Employees' Retirement Fund and Teamsters Local 443 Health Services & Insurance Plan, No. 60, 2020 (Del. 10, 2020) regarding stockholders' rights to review the books and records of Delaware corporations under Section 220 of the Delaware General Corporation Law., Co-Author, Delaware Supreme Court Affirms AmerisourceBergen Ruling that Company Must Produce Documents, Harvard Law School Forum on Corporate Governance, 2021
Honors
- Named a “Leading Lawyer” in Litigation: General Commercial by Chambers USA since 2021, “Leading Lawyer”, Chambers USA
- Fellow of the prestigious Litigation Counsel of America, an invitation-only trial lawyer honorary society. Membership is limited to 3,500 fellows, representing less than one-half of one percent of American lawyers , Fellow, Litigation Counsel of America
- Ranked in The Legal 500 U.S. New York City Elite for Litigation: Commercial Disputes, 2025, The Legal 500 U.S., 2025
- Named a "Notable Litigator & Trial Attorney" by Crain's New York Business, 2025, "Notable Litigator & Trial Attorney", Crain’s New York Business, 2025
- Named to the “New York Business’ Notable Leaders in Accounting, Consulting & Law” by Crain’s New York Business, 2024, “New York Business’ Notable Leaders in Accounting, Consulting & Law”, Crain’s New York Business, 2024
- Named among the “Notable Diverse Leaders in Law” by Crain’s New York Business, 2022, “Notable Diverse Leaders in Law”, Crain’s New York Business, 2022
- Named among the “Notable Women in Law” by Crain’s New York Business, 2018 and 2020, “Notable Women in Law”, Crain’s New York Business
- Named to the 2026 Lawdragon 500 Leading Litigators in America list, 500 Leading Litigators in America, Lawdragon, 2026
- Honored as a “Leading Lady” at the Third Annual Mann Charitable Foundation Event, 2019, “Leading Lady”, Mann Charitable Foundation, 2019
- Consistently named to the New York Metro Super Lawyers list since 2013, New York Metro Super Lawyers
- Named a “Rising Star” by New York Metro Super Lawyers, 2012, “Rising Star”, New York Metro Super Lawyers, 2012
- Recognized among the “Top Women Attorneys” in the New York Metro Area by Super Lawyers since 2013, “Top Women Attorneys” in the New York Metro Area, New York Metro Super Lawyers
- Awarded “Deal of the Year” and “Activist Campaign of the Year” by The Deal for representation of George Feldenkreis in his nomination of directors and successful unsolicited acquisition of Perry Ellis, “Deal of the Year” and “Activist Campaign of the Year”, The Deal
Office location for Lori Marks-Esterman
1325 Avenue of the Americas
15th Floor
New York, NY 10019
Selections
14 Years Super Lawyers
1 Year Rising Stars
- Super Lawyers: 2013 - 2026
- Rising Stars: 2012