Olshan Frome Wolosky LLP

The Wall Street Journal, Law360, Reuters, Food Business News and Just Drinks reported that Castillo Hermanos, a family-owned Guatemalan company, has entered into an agreement to acquire Harvest Hill Beverage Company from private-equity firm Brynwood Partners in a deal valued at approximately $1.5 billion. Harvest Hill, known for producing and marketing popular beverage brands such as SunnyD®, Juicy Juice®, and Little HUG®, is a leading player in the U.S. beverage market, operating six manufacturing facilities nationwide. As part of the transaction, Castillo will absorb all 1,000 Harvest Hill employees, including the company’s leadership team. Olshan Frome Wolosky LLP corporate partner Ken Silverman and employment practices partner Michael Passarella represented Harvest Hill President & CEO Robert Mortati and other Harvest Hill executive officers in connection with the transaction. Client Robert Mortati commented “We could not be more excited to build our future with Castillo Hermanos.” #OlshanLaw #CorporateLaw #EmploymentLaw https://lnkd.in/eXiKaDnv

Bloomberg reported that Olshan Frome Wolosky LLP client White Mountains Partners has acquired a majority interest in Enterprise Electric, LLC (d/b/a Enterprise Solutions), a leading provider of specialty electrical contracting services. Headquartered in Nashville, Tennessee, Enterprise Solutions designs, engineers, prefabricates and installs the electrical infrastructure for the built environment serving customers across several commercial and institutional end markets, including healthcare, manufacturing, education and data centers. Olshan corporate partner Ken Silverman led the Olshan team that represented White Mountains Partners in this acquisition, which included partners Jason Saltsberg, Claudia Dubon and K.C. Chiang, associates Zachary Freedman, Rachel Gold, Cindy Zhang and Rahmel L. and paralegal Lou Marasco. #OlshanLaw #Acquisition #CorporateLaw https://lnkd.in/euCdKiZi

Vice Chair of Olshan Frome Wolosky LLP’s Shareholder Activism Practice Group Ryan Nebel was quoted in the Diligent Proxy Season Preview 2025 Report, which includes key takeaways and predictions from the 2025 Diligent Market Intelligence Stewardship Series Conference. On the expected wave of M&A-driven activism heading into 2025, Ryan said, “Many anticipated that interest rates would start coming down but as inflation remains steady and rises, there is less of a chance that the fed starts cutting rates as fast as people had hoped.” However, he noted, “Many of our clients are sitting on immense dry powder and are ready to strategically deploy it if there is a downturn in the market. If there is a dislocation that really separates the underperforming companies from their peers, we will likely see pushes for M&A at those targets.” Ryan also remarked on the willingness of many companies to settle with shareholders, saying, “A lot of companies have taken it upon themselves to engage with shareholders early on in the process and come to constructive resolutions with early-stage settlements.” On boardroom diversity, Ryan said, “Diversity of perspectives in a boardroom is beneficial whether it is gender, age, ethnicity or experience. Right now, I don’t think diversity will be touted to the level it has been in the past several years. I have been in situations where clients had to revamp their slates due to a perceived lack of diversity. Today that may not be the case.” Ryan further noted that, “it’s not a foregone conclusion that activists will be able to coast to victory on the back of an ISS or Glass Lewis endorsement. The candidates need to be able to articulate how they will help create long-term value in order to win over certain institutions.” #OlshanLaw #ProxySeason #ShareholderActivism https://lnkd.in/e_fWcFCM

Olshan Frome Wolosky LLP Co-Managing Partner and Chair of the firm’s Shareholder Activism Practice Andrew Freedman authored an article for Harvard Law School Forum on Corporate Governance entitled “2024 Year End Activism Review.” In this review, Andy provides a comprehensive analysis of shareholder activism trends and highlights from 2024, along with key insights and expectations for 2025. Andy writes “the number of activist campaigns at companies with market capitalizations greater than $500 million increased, making 2024 the most active year since 2018.” The U.S. remained the primary battleground, hosting 60% of all campaigns globally, and Japan continued its rise as a major hub for activism in the APAC region. He also highlights several high-profile campaigns, including Elliott Management’s successful board overhaul at Southwest Airlines and Trian Partners’ influential engagement with The Walt Disney Company. Andy also details significant wins for Olshan-advised clients, such as full board replacements at Gildan and Dye & Durham in Canada. The piece also explores key legal and regulatory developments, including new U.S. Securities and Exchange Commission guidance impacting 13G/13D filing status and the implications of the Delaware Supreme Court’s decision in Kellner v. AIM Immunotech Inc. on bylaw amendments. Andy concludes by noting a strong start to 2025, stating “fresh opportunities for shareholder engagement will emerge, setting the stage for another robust year for shareholder activism in 2025.” #OlshanLaw #2024YearInReview #CorporateGovernance #ShareholderActivism https://lnkd.in/eyCdgsbT

Olshan Frome Wolosky LLP litigation counsel Jacqueline Ma authored an article in The Legal Intelligencer’s “Young Lawyers” column entitled “Traditional Lawyering in the New Age of AI.” In the article, Jacqueline discusses how up-and-coming attorneys must balance mastering tech and AI tools with also cultivating basic math, programming and quantitative skills along with traditional lawyering competencies in story-crafting as well as rhetorical and interpersonal intelligence. Although AI can save time on several rudimentary legal research tasks, human oversight of AI-assisted research is crucial to determine accuracy, trustworthiness and persuasiveness. “In addition to learning how to master new technologies, they must learn how to accurately arrive at the content needed to secure the ‘win’ for their clients,” Jacqueline writes. “Legal technologies can only create or widen efficiencies; it can never replace the interpersonal acts of oral argument, jury presentation, and client communication.” She notes that young lawyers will benefit greatly from learning from their experienced colleagues with thoughtful study of their direct and indirect lessons from litigating cases to jury trials, contract negotiations and more. Learning how to apply professional judgment and personal experiences will help young lawyers add value quickly while they continue to hone their soft skills. “These easy prophecies of AI-dominance forget that, at its core, lawyering requires the application of human judgment,” Jacqueline explains. “Whether to a client, at a hearing, or to a jury, a meaningful presentation often makes the difference between a win and a loss.” #OlshanLaw #LegalIntelligencer #AI #ArtificialIntelligence #AIAndLaw #LegalSkills #YoungLawyers https://lnkd.in/e8_SYgFJ

New York Real Estate Journal recently published an article authored by Co-Chair of Olshan Frome Wolosky LLP’s Real Estate Law practice Thomas D. Kearns entitled “What Is Estoppel?” “In real estate,” Tom writes, “the most common use of the term is in connection with lease estoppels. Every sophisticated lease has a provision which requires the tenant to deliver an estoppel certificate as to various matters including a recital of the documents that make up the lease, that the lease has not been further amended, the current rent, that the landlord is not in default, etc.” He further explains that estoppel clauses are common in mortgage modification agreements and in amendments to LLC agreements. “Estoppel provisions with a knowledge qualifier are a common way for the parties to proceed with agreements without a full release but with comfort that the managers will not be hit with a lawsuit the day after the amendment is signed,” Tom writes. “These types of estoppel provisions are particularly helpful when there is existing tension or a history of litigation or claims between the parties or their affiliates.” He concludes that “Sophisticated real estate operators should insist on the appropriate estoppel provisions in the right circumstances.” #OlshanLaw #Estoppel #LLCAgreements #RealEstateLaw https://lnkd.in/e7dfuDZN

As we close out our Women’s History Month series, we reflect on the inspiring stories, perspectives and trailblazers who have shaped the path forward for the women of Olshan. We end with a message from Lori Marks-Esterman, who reminds us that the fight for women’s rights and gender equality is far from over. Her words serve as a call to action—to honor the past, acknowledge the present, and commit to a future where equality is never taken for granted. #WomensHistoryMonth #OlshanLaw #OlshanWomen #InspiringLeaders

The New York Times (subscription required) reported on plans by Brooklyn Sports & Entertainment, LLC (BSE), parent company of the NY LIBERTY and Brooklyn Nets, to build a new 75,000-square-foot training facility for the Liberty in Brooklyn’s Greenpoint neighborhood. The waterfront site, located along Newtown Creek, will be leased by the Liberty. Coming off a championship season, the Liberty will gain a modern, purpose-built facility featuring two indoor courts with advanced camera and data tracking technology, a recovery suite, and a two-story strength training area. The project, expected to cost $80 million, will also include rooftop dining spaces with Manhattan views, a beauty and wellness studio, and individualized player pods designed for comfort and privacy. Co-Managing Partner, Co-Chair of the firm’s Real Estate Law Practice, and Chair of the firm’s Commercial Leasing Practice Nina Michelle Roket, along with real estate partner Jessica Stanton, represent BSE and New York Liberty in this pivotal project for the Liberty. Read the news item here: https://lnkd.in/eZrmwY4a #OlshanLaw #NYLiberty #BSE #stateoftheart #basketball #facility

Olshan is acting as counsel to Metroplex Trading Company LLC, doing business as GrabAGun.com, an online retailer of firearms, ammunition and related accessories, in connection with its proposed merger with Colombier Acquisition Corp. II, a special purpose acquisition company led by Omeed Malik, a distinguished entrepreneur and investor. The parties executed a merger agreement in January 2025 and on March 21, 2025 filed a joint preliminary proxy statement/prospectus on Form S-4 with the U.S. Securities and Exchange Commission. The post-merger public company will be known as GrabAGun Digital Holdings Inc., which has applied to list its shares on the New York Stock Exchange under the symbol “PEW.” Completion of the transaction is conditional upon SEC effectiveness of the Form S-4 and approval of the merger by Colombier II’s shareholders. The parties expect to complete the merger in the summer of 2025. The Olshan team is led by corporate partners Spencer Feldman and Kenneth Schlesinger, with assistance from corporate associates Robert Gagne, Richard Quatrano, Brian Roe and Cindy Zhang, as well as K.C. Chiang on tax and Robert Appleton on regulatory matters. #OlshanLaw #SEC #publiclisting #merger #SPAC https://lnkd.in/eXNbE3-5

Olshan white collar litigation partner Robert Appleton participated in a panel discussion entitled “Digital Asset and Tracing – Onshore Vs Offshore” at Offshore Disputes Week Cayman conference today at the Hotel Indigo Grand Cayman. Topics that the panel discussed include working with digital assets and the cross-border challenges it comes with, how asset tracing differs from onshore and offshore, and exploring the crypto regulations in offshore jurisdictions. The conference brings together experts from the United States, United Kingdom, Europe, Latin America and Asia to debate and discuss the growth of disputes in key offshore jurisdictions. #OlshanLaw #ODW2025 #offshore #onshore https://lnkd.in/eSFvq6e7