Honors
- Ken has been consistently named to the New York Super Lawyers list, a Thomson Reuters lawyer rating service, since 2012.
Education
J.D., Rutgers School of Law, Newark, 1995
- Rutgers Computer and Technology Law Journal, 1993-1995
B.A., Colgate University, 1990
Bar & Court Admissions
- New York, 1996
Ken has extensive experience counseling domestic and international clients in connection with mergers and acquisitions, public offerings, private placements and shareholder activism.
He represents both publicly traded and privately held companies as buyers and sellers in M&A transactions. He also counsels hedge funds, venture capital funds and start-ups in connection with their formation and capital raising.
Ken regularly advises clients regarding corporate governance, general corporate, executive compensation and securities law matters, including the preparation and filing of Exchange Act reports.
Ken has devoted a portion of his practice to shareholder activism, and has advised public and private entities in connection with proxy contests and hostile takeover bids. Leveraging Ken's extensive experience drafting operating agreements and shareholder agreements in corporate transactions, Ken has experience with joint venture, limited liability company agreements, tenant-in-common and other agreements among co-venturers in real estate matters.
Since 2017, Ken has co-authored a quarterly survey on federal securities law for the Securities Regulation Law Journal published by Thomson Reuters and for many years has been a member of the Mergers & Acquisitions Committee of the Business Law Section of the American Bar Association.
Professional & Community Affiliations
American Bar Association (Member, Business Law Section)
- Mergers & Acquisitions Committee
Association of the Bar of the City of New York
M&A Transactions
- Represented Alleghany Capital Corporation subsidiary, R.C. Tway Company, LLC (dba Kentucky Trailer) in its acquisition of a majority interest in CEI Equipment Company LLC.
- Assisted French private equity firm with due diligence investigation of the U.S. subsidiary of a French company that was a potential investment target.
- Represented Bourn & Koch, Inc., a portfolio company of Olshan client Alleghany Capital Corporation, in its acquisition of Diamond Technology Innovations, Inc., a leading manufacturer of waterjet orifices and nozzles as well as related products headquartered in Olympia, WA.
- Represented Alleghany Capital Corporation in its acquisition of a majority interest in R.C. Tway Company, LLC, a manufacturer of custom moving vans for the moving and storage industry and a fourth generation family-owned company headquartered in Louisville, Kentucky.
- Represented Alleghany Corporation in its acquisition of Bourn & Koch Inc., a manufacturer and remanufacturer/retrofitter of precision machine tools.
- Represented Ness Technologies, Inc., a global provider of information technology solutions and services, in connection with its merger with an affiliate of Citi Venture Capital International (CVCI), a global private equity investment fund. The transaction had an equity value of approximately $307 million.
- 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 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. 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 a snack food company in connection with its initial venture capital financing.
- Represented an angel investor in connection with its purchase of SAFEs (Simple Agreement for Future Equity) from a start-up technology company.
- Represented the tax equity investor in its $15 million investment in a solar energy developer's project for a 19.926 MWdc solar photovoltaic energy generation system.
- Represented Alleghany Corporation in its $300 million senior notes public offering.
- Represented Micronet Enertec Technologies, Inc. (formerly known as Lapis Technologies, Inc.) in an $9.3 million public offering of common stock and warrants and listing on NASDAQ.
- Represented Alleghany Corporation in its $7 million equity financing of Article One Partners.
- 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.
Shareholder Activism
Steel Partners Japan
- Represented SPJ in its successful proxy contest against Aderans Holdings Co. Ltd. (n/k/a Unihair Ltd.) at the 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 SPJ 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 corporate governance changes and to nominate for election to Aderans' board two candidates proposed by Steel Partners. This was the first time that a foreign investment fund succeeded in having one of its own representatives join the board of a Japanese company following the ouster of existing management.
Accipiter Capital
- Represented Accipiter in the negotiation of a settlement agreement with Orchid Cellmark, Inc. resulting in two Accipiter nominees being nominated for election to Orchid's board of directors and agreement on related director compensation matters.
- Represented Accipiter in the 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.
Media Mentions/News
- May 16, 2023
- May 1, 2023
- March 27, 2023
- February 27, 2023
- November 22, 2022
- November 3, 2022
- October 24, 2022
- October 7, 2022
- September 29, 2022
- September 27, 2022
- March 11, 2022
- January 25, 2022
- January 19, 2022
- December 1, 2021
- November 15, 2021
- November 5, 2021
- November 4, 2021
- November 1, 2021
- October 26, 2021
- October 1, 2021
- August 19, 2021
- June 29, 2021
- March 2, 2021
- January 6, 2021
- January 6, 2021
- November 6, 2020
- November 5, 2020
- October 28, 2020
- September 14, 2020
- July 29, 2020
- June 16, 2020
- May 18, 2020
- May 12, 2020
- March 3, 2020
- January 10, 2020
- November 1, 2019
- October 22, 2019
- September 12, 2019
- June 24, 2019
- December 21, 2018
- November 1, 2018
- September 19, 2018
- June 20, 2018
- January 8, 2018
- November 1, 2017
- October 23, 2017
- September 20, 2017
- August 2, 2017
- April 19, 2017
- November 1, 2016
- October 7, 2016
- September 21, 2016
- September 6, 2016
- March 14, 2016
- February 19, 2016
- February 11, 2016
- January 29, 2016
- November 3, 2015
- November 2, 2015
- October 21, 2015
- September 16, 2015
- March 23, 2015
- January 8, 2015
- November 3, 2014
- September 23, 2014
- September 9, 2014
- April 21, 2014
- November 1, 2013
- September 13, 2013
- September 4, 2013
- April 29, 2013
- April 5, 2013
- January 24, 2013
- November 7, 2012
- September 20, 2012
- May 2, 2012
- March 5, 2012
- February 16, 2012
- January 18, 2012
- October 11, 2011
- June 10, 2011
- December 9, 2010
- September 17, 2010
- September 7, 2010
- March 18, 2010
- February 17, 2010
- February 5, 2010
- January 22, 2010
- December 22, 2009
- May 29, 2009
- May 21, 2009
- November 6, 2008
- August 9, 2008
- July 18, 2008
- July 14, 2008
- July 8, 2008
- June 30, 2008
- May 29, 2008
- January 30, 2008
- May 23, 2007
- May 4, 2007
- February 10, 2006
Speaking Engagements
- March 16, 2023Marrakech, Morocco
- January 21, 2022Hamliton, NY
- November 9, 2021NYSBA Webinar
- July 22, 2021Globalaw Webinar
- June 19, 2020Webinar
- January 17, 2020Hamilton, New York
- October 22, 2019New York, NY
- October 26, 2017London, England
- April 18, 2017New York
- March 6, 2017New York City Bar Association
- October 21, 2015
- May 22, 2014MUPET 2014, Munich Private Equity Training, Germany
- November 9, 2010
- February 10, 2010Lawline.com (Online Continuing Legal Education)
Publications
- Spring 2023Securities Regulation Law Journal (a Thomson Reuters publication)
- Winter 2022Securities Regulation Law Journal (a Thomson Reuters publication)
- September 22, 2022Harvard Law School Forum on Corporate Governance
- Fall 2022Securities Regulation Law Journal (a Thomson Reuters publication)
- Summer 2022Securities Regulation Law Journal (a Thomson Reuters publication)
- Spring 2022Securities Regulation Law Journal (a Thomson Reuters publication)
- Winter 2021Securities Regulation Law Journal (a Thomson Reuters publication)
- Fall 2021Securities Regulation Law Journal (a Thomson Reuters publication)
- Summer 2021Securities Regulation Law Journal (a Thomson Reuters publication)
- Spring 2021Securities Regulation Law Journal (a Thomson Reuters publication)
- Winter 2020Securities Regulation Law Journal (a Thomson Reuters publication)
- December 11, 2020Harvard Law School Forum on Corporate Governance
- November 6, 2020Harvard Law School Forum on Corporate Governance
- Fall 2020Securities Regulation Law Journal (a Thomson Reuters publication)
- July 29, 2020Harvard Law School Forum on Corporate Governance
- Summer 2020Securities Regulation Law Journal (a Thomson Reuters publication)
- Spring 2020Securities Regulation Law Journal (a Thomson Reuters publication)
- Winter 2019Securities Regulation Law Journal (a Thomson Reuters publication)
- Fall 2019Securities Regulation Law Journal (a Thomson Reuters publication)
- Summer 2019Securities Regulation Law Journal (a Thomson Reuters publication)
- Spring 2019Securities Regulation Law Journal (a Thomson Reuters publication)
- Fall 2017Securities Regulation Law Journal (a Thomson Reuters publication)
Articles & Alerts
- December 2022
- August 2022
- November 2021
- October 2020
- October 2020
- May 2020
- March 2020
- March 2020
- November 2019
- September 2019
- August 2019
- October 29, 2018
- October 26, 2016
- July 2016
- January 22, 2016
- December 17, 2015
- May 2012
- March 2012
- December 2011
- February 2011
- November 2010
- August 2010
- August 2010
- August 2010
- February 2010
- January 2010
- November 2009
- August 2009
- July 2009
- May 2009
- May 2009
- October 21, 2008
- September 2008
- September 22, 2008
- July 3, 2008
- June 20, 2008
Press Releases
- November 3, 2022
- September 29, 2022
- November 4, 2021
- October 1, 2021
- November 5, 2020
- October 28, 2020
- November 1, 2019
- September 12, 2019
- November 1, 2018
- September 17, 2018
- November 1, 2017
- September 20, 2017
- April 13, 2017
- November 1, 2016
- September 21, 2016
- November 2, 2015
- September 16, 2015
- November 3, 2014
- September 23, 2014
- November 1, 2013
- September 13, 2013
- March 5, 2012
Advertising Law Blog
Securities Law Blog