Davis Polk is advising Ruby Tuesday, Inc. in connection with the appointment of Steven R. Becker and Matthew A. Drapkin as members of its board of directors and the related settlement agreements with Becker Drapkin Management, L.P. and Carlson Capital, L.P. who had previously notified Ruby Tuesday of an intent to nominate three directors at its 2011 annual meeting. In connection with the appointment of Messrs. Becker and Drapkin to the board of Ruby Tuesday, Becker Drapkin has agreed to withdraw its nomination of Messrs. Becker, Drapkin and Michael Brodsky to the board of directors and to vote in favor of each of the board’s nominees for election at the 2011 Annual Meeting of Shareholders. In addition, both Becker Drapkin and Carlson Capital have agreed to certain standstill restrictions.

Ruby Tuesday, Inc. is a Maryville, Tennessee-based restaurant chain with company-owned and/or franchise Ruby Tuesday brand restaurants in 46 states, the District of Columbia, 15 foreign countries and Guam. As of March 1, 2011, the company owned and operated 742 Ruby Tuesday restaurants, while domestic and international franchisees (including Hawaii and Guam) operated 56 and 57 restaurants, respectively. 

The Davis Polk corporate team includes partners Richard A. Drucker and Phillip R. Mills, associates Robert A. Rizzo, Rahael Seifu and Brian L. Friedman and summer associate Alice Z. Chen. All members of the Davis Polk team are based in the New York office.