 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 the successful negotiation of a settlement agreement with Aderans Holdings Co. Ltd. following the defeat of the incumbent board's re-election. 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
- Representing 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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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
July 18, 2008
WSJ on Steel Partners Investing
July 14, 2008
Derivatives Week Publishes Wolosky, Silverman and Berenblat on Equity Swaps
July 8, 2008
Media Reports on Steel Partners' Letter to Sapporo
June 30, 2008
Aderans Board Seat for Steel Partners
June 25, 2008
Post Quotes Olshan on Use of Swaps
May 29, 2008
NuCO2 Inc. Finalizes Merger
January 30, 2008
NuCO2 Inc. Agrees to Merger with Aurora
May 23, 2007
Reuters Reports on Steel Japan Deals
May 4, 2007
Financial Times Covers Steel Japan Deals
February 10, 2006
Adler and Silverman IPO for AmCOMP
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My Articles |
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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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