Kenneth M. Silverman

Kenneth M. Silverman is a corporate attorney representing issuers and investors in a broad range of corporate matters and transactions.

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

Globalaw

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.

Press Releases