 KENNETH M. SILVERMAN
Partner / New York
Ken is a corporate attorney who advises issuers and investors on a variety of matters, including public offerings and private placements, mergers and acquisitions and shareholder activism. Ken has advised public and private entities in connection with proxy contests and hostile takeover bids. In the M&A area, he has represented buyers and sellers in mergers and acquisitions involving both publicly-traded and privately-held companies. Mr. Silverman has also represented hedge funds and venture capital funds in connection with their formation and capital raising.
Mr. Silverman also advises clients regarding the preparation and filing of '34 Act reports and on corporate governance, general corporate, executive compensation and securities laws matters.
REPRESENTATIVE MATTERS
• Shareholder Activism
- Represented Steel Partners Japan in successful proxy contest against Aderans Holdings Co. Ltd. at 2009 annual meeting. Shareholders elected to Aderans' board of directors all of Steel Partners' candidates in a rare victory for shareholder activism in Japan.
- Represented Steel Partners Japan in the successful negotiation of a settlement agreement with Aderans Holdings Co. Ltd. following the defeat of the incumbent board's re-election at 2008 annual meeting. As a result of the settlement agreement, Aderans agreed to certain corporate governance matters and to nominate for election to Aderans' Board two candidates proposed by Steel Partners. This is the first time that a foreign investment fund has succeeded in having one of its own representatives join the board of a Japanese company following the ouster of existing management.
- Represented Accipiter Capital Management in the successful negotiation of a settlement agreement with Rural/Metro Corporation resulting in two Accipiter nominees being nominated by the company for election to its Board, with a third nominee to be mutually selected by Accipiter and the company.
• M&A Transactions
- Represented Steel Partners Japan in its attempt to increase its ownership stake in Sapporo Holdings Ltd., including Steel Partners' negotiations with Sapporo's Board and navigation of Sapporo's anti-takeover measures. Also provided representation in tender offers to acquire 100% of three separate Japanese public companies: Bull-Dog Sauce Co., Ltd., Myojo Foods Co., Ltd., and Tenryu Saw Mfg. Co., Ltd.
- Represented NuCO2 Inc., the leading and only national provider of bulk CO2 products and services to the U.S. fountain beverage industry, in connection with its merger with Aurora Capital Group. The transaction was valued at approximately $487 million.
- Represented Ness Technologies, Inc., a global provider of IT services and solutions in connection with multiple acquisitions, including its $25 million acquisition of Olas Software Solutions Inc. (d/b/a Innova Solutions), a provider of IT services and solutions based in the United States and India.
- Represented a leading provider of enterprise storage solutions for the food and beverage industry in multiple acquisitions and related debt and equity financings.
- Represented a privately-held information technology storage solutions provider in its $28 million merger with a leading provider of enterprise computer technology solutions listed on The Nasdaq Global Market.
- Represented a venture capital-financed owner of radio stations in the $66 million sale of its stations to a Nasdaq-listed media conglomerate.
• Financing Transactions
- Represented NuCO2 Inc. in its $124 million public offering on The Nasdaq Global Market.
- Represented Ness Technologies, Inc. in its $160 million initial public offering on The Nasdaq Global Market, as well as in its venture capital financings.
- Represented AmCOMP Incorporated in its $94.5 million initial public offering on The Nasdaq Global Market.
- Represented the lead investor in a $100 million convertible debt PIPE financing of Metalico, Inc.
- Represented the lead investor in a PIPE financing of a China-based auto parts manufacturer.
- Represented an investor in his $18 million investment in a privately-held payment processing company.
- Represented a venture capital fund with the formation and seed financing of the Gospel Music Channel television network.
BAR ADMISSIONS
1996, New York
MEMBER
American Bar Association (Member, Business Law Section)
Association of the Bar of the City of New York |
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Contact Information |
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Practice Areas |
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Corporate Finance
Mergers & Acquisitions
Public Company
Representation
Venture Capital
Hedge Funds |
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Education |
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J.D., Rutgers School of Law, Newark, 1995
Rutgers Computer and Technology Law Journal, 1993-1995
B.A., Colgate University, 1990 |
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My News |
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February 17, 2010
Fleming Leads Olshan Team on Hedge Fund Victory
February 5, 2010
Proxy Advisor Reports on Steel Partners Japan
January 22, 2010
Wolosky and Silverman Prepare for Sapporo Proxy Fight
December 22, 2009
Olshan’s Corporate Partners Lead GenCorp in Offering
July 17, 2009
Gursky and Silverman Represent Designer in Joint Venture with Jack Nicklaus
May 29, 2009
Wolosky and Silverman Win Japanese Proxy Battle
May 21, 2009
Wolosky and Silverman in Aderans Proxy Fight
November 6, 2008
The Economist Reports on Steel Activism in Japan
October 8, 2008
Memo on Japanese Proxy Solicitations
August 9, 2008
Steel Partners Exec Elected to Aderans Board
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My Articles |
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February 2010
Co-Author, Client Alert, SEC Releases Interpretive Guidance on Climate Change Disclosure, February 2010.
January 2010
Co-Author, Client Alert, SEC Approves Rules Requiring Enhanced Disclosure About Risk, Compensation and Corporate Governance, January 2010
November 2009
Co-Author, Client Alert, NASDAQ Amends Rules Regarding Advance Notice of Material Information, November 2009
October 2009
Co-Author, Client Alert, Recent Changes to New York Power of Attorney Law Could Have Unintended Consequences, October 2009
August 2009
Co-Author, Client Alert, Weekly Reporting of Short Sale Activity on Form SH No Longer Required Temporary Rule Addressing Abusive "Naked" Short Selling Now Permanent, August 2009
July 2009
Co-Author, Client Alert, SEC Proposes Amendments to Proxy Disclosure and Solicitation Rules, July 2009
May 2009
Co-Author, Client Alert, SEC Proposes New Shareholder Proxy Access Rules, May 2009
May 2009
Co-Author, Client Alert, Delaware Amends Its General Corporation Law, May 2009
October 21, 2008
Co-Author, Client Alert, SEC Issues Final Rule Requiring Institutional Investment Managers to File Forms SH Disclosing Daily Short Sales and Short Positions until August 1, 2009, October 2008
September 2008
Co-Author, Memorandum, A Brief Guide to Japanese Proxy Solicitations
September 22, 2008
Co-Author, Client Alert, SEC Issues Temporary Emergency Orders Prohibiting Short Selling and Requiring Institutional Investment Managers to File New Forms Short Sales and Short Positions, September 2008
July 3, 2008
Co-Author, Client Alert, SEC Provides Guidance on Aggregate Reporting of Multiple Same-Day, Same-Way Open Market Transactions on Section 16 Filings, July 2008.
June 20, 2008
Co-Author, Client Alert, Use of Swaps By Hedge Funds May Accelerate Section 13(d) Filing Obligations Following U.S. District Court (S.D.N.Y.) Decision, June 2008. The Client Alert was quoted in the Business Section of the June 25th issue of The New York Post. Derivatives Week published an article by Ken on the same topic in its July 14 issue. |
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