Kenneth M. Silverman

Kenneth M. Silverman

Attorney Profile

Top Rated Mergers & Acquisitions Attorney in New York, NY

Olshan Frome Wolosky LLP
 | 1325 Avenue of the Americas, 15th Floor
New York, NY 10019
Phone: 212.451.2327
Fax: 212.451.2222
Selected To Super Lawyers: 2012 - 2019
Licensed Since: 1996
Practice Areas:
  • Mergers & Acquisitions (40%),
  • Securities & Corporate Finance (30%),
  • Business/Corporate (30%)
Attorney Profile

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.

About Kenneth Silverman

Admitted: 1996, New York

Professional Webpage: http://www.olshanlaw.com/attorneys-Kenneth-Silverman.html

Scholarly Lectures/Writings:

  • Quarterly Survey of SEC Rulemaking, Fall 2017, Securities Regulation Law Journal (a Thomson/Reuters publication), 2017
  • SEC Proposes Amendments to Modernize and Simplify Regulation S-K Disclosure Requirements, October 2017, Securities Law Blog, 2017
  • SEC Takes Initial Step to Require “Universal” Proxy Ballots in Contested Elections, October 2016, Securities Law Blog, 2016
  • Nasdaq Proposes New Independence Rule for Directors Receiving Third Party Payments for Board Service, October 2016, Securities Law Blog, 2016
  • Client alert discussing the SEC's amendment to the net worth standard under its definition of "accredited investor" as used in Regulation D and elsewhere under SEC rules and regulations., Co-Author, SEC Amends $1 Million Net Worth Standard for Accredited Investors in Accordance with the Dodd-Frank Act, 2011
  • Client alert addressing SEC's adoption of final rules regarding new "say-on-pay" disclosure rules., Co-Author, SEC Adopts Final "Say-On-Pay" Rules, 2011
  • Presented seminar regarding the Dodd-Frank Act and its likely effect on public companies' disclosure and governance obligations, Co-Lecturer, Dodd-Frank Wall Street Reform and Consumer Protection Act - An Overview of the Impact on Public Companies, 2010
  • Client alert addressing the NYSE's impending rule amendment prohibiting brokers' discretionary voting on executive compensation matters at stockholders' meetings., Co-Author, NYSE to Prohibit Broker Discretionary Voting on Executive Compensation Matters, 2010
  • Client alert addressing amendment to NYS power of attorney law, clarifying that the law cover is intended to cover estate planning situations not all powers of attorney executed in New York, including ones executed by officers and directors of publicly-traded companies., Co-Author, Retroactive Amendment to Clarify NY Power of Attorney Law, 2010
  • In December 2009, the SEC implemented a number of new proxy disclosure rules that require companies to exercise greater care in preparing their proxy statements. This course explored the new rules regarding compensation and risk management, director qualifications, diversity in board composition, board structure and risk oversight role, and compensation consultant fees., Co-Lecturer, SEC Rules Requiring Enhanced Disclosure About Risk, Compensation and Corporate Governance, Lawline.com, 2010
  • Client alert addressing SEC's interpretive release to provide guidance to public companies regarding existing disclosure requirements as they relate to climate change matters., Co-Author, SEC Releases Interpretive Guidance on Climate Change Disclosure, 2010
  • Client alert addressing the SEC's adoption of final rules that will require new or revised disclosures about company compensation policies, executive compensation, director and nominee qualifications and legal proceedings, board leadership policy and structure, the board’s role in risk oversight, board diversity, and fees paid to compensation consultants who provide additional services to the company., Co-Author, SEC Approves Rules Requiring Enhanced Disclosure About Risk, Compensation and Corporate Governance, 2010
  • Providing general forms under New York law for practictioners to review/use in negotiating and drafting documents for their clients., Author, Lexis® Practice Advisor - New York Practice Series, LexisNexis, 2012
  • On February 15, 2012, the SEC approved amendments to its rules regarding investment adviser performance fees. In this Client Alert, we summarize the SEC’s actions, which (1) increased the applicable net worth and assets-under-management thresholds, (2) altered the formula for calculating net worth and (3) revised the transition rules to “grandfather” certain existing performance fee arrangements between investment advisers and their clients., Co-Author, SEC Amends Rule That Permits Registered Investment Advisers to Charge "Qualified Clients" Performance Based Compensation, 2012
  • Summary and discussion of key provisions of the Jumpstart Our Business Startups (JOBS) Act., co-author, JOBS Act Fundamentals, 2012
  • Panelist at MUPET 2014, an annual private equity training conference in Munich, Germany, on the topic of shareholder activism at home and abroad. MUPET is an international conference that examines the latest developments in the field of private equity and addresses the issues and concerns faced not only by lawyers, but by accountants, fund managers, bankers, representatives of public authorities, CEOs and managers of portfolio companies., Panelist, Shareholder Activism in USA and Germany, 2014
  • Addressing new proposed securities laws to encourage crowdfunding., Co-Presenter, WEBINAR: Taking Your Business To The Next Level With Crowdfunding: Navigating The Legal Minefields, 2015
  • On October 26, 2016, the Commissioners of the Securities and Exchange Commission voted 2-1 to propose to require universal proxy ballots in contested elections.  Proponents of universal proxies believe that the current federal proxy regime makes it too difficult for shareholders to mix and match their votes among all candidates, thereby disenfranchising shareholders and undermining corporate governance in the United States.  Universal proxies would include all management and dissident nominees on one proxy card from which shareholders would vote.  Under the current rules and proxy voting mechanics, a shareholder who desires to split votes generally must attend the shareholders meeting and vote by ballot. , Co-Author, CLIENT ALERT: SEC Takes Initial Step to Require “Universal” Proxy Ballots in Contested Elections, 2016

Transactions:

  • Represented Alleghany Corporation in its $300 million senior notes public offering., 2014
  • 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.
  • 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 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, 2016
  • 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 Alleghany Capital Corporation, a wholly-owned subsidiary of Alleghany Corporation, in connection with  its investment 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., 2013
  • 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 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, 2016
  • Represented a leading provider of enterprise storage solutions for the food and beverage industry in multiple acquisitions and related debt and equity financings.
  • Represented Bilwin Development Associates LLC in negotiation of a hotel management agreement in connection with its plan to develop a five-story, 153-room Marriott Springhill Suites hotel, with a 6,000-square-foot stand-alone restaurant on a former brownfield site in Tuckahoe, NY, 2017
  • Represented UBS in connection with its joining the group of liquidity providing banks to FXSpotStream LLC’s multibank FX aggregation service to clients for the purpose of executing Spot FX trades, 2013
  • Represented Ness Technologies, Inc., a global provider of information technology solutions and services, in connection with its merger with its merger of an affiliate of Citi Venture Capital International (CVCI), a global private equity investment fund. The transaction had an equity value of approximately $307 million.
  • Assisted French private equity firm with due diligence investigation of the U.S. subsidiary of a French company that was a potential investment target, 2016
  • 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 Alleghany Corporation in connection with its entry into a five-year credit agreement with the lenders party thereto and U.S. Bank National Association, as administrative agent for the lenders. The credit agreement provides for an unsecured revolving credit facility in an aggregate principal amount of up to $300 million, 2017
  • Represented a venture capital-financed owner of radio stations in the $66 million sale of its stations to a Nasdaq-listed media conglomerate.

Representative Clients:

  • Steel Partners Japan Strategic Fund, L.P.
  • Accipiter Capital Management, LLC
  • Ness Technologies, Inc.
  • Alleghany Corporation

Videos:

  • In December 2009, the SEC implemented a number of new proxy disclosure rules that require companies to exercise greater care in preparing their proxy statements. This course explored the new rules regarding compensation and risk management, director qualifications, diversity in board composition, board structure and risk oversight role, and compensation consultant fees., SEC Rules Requiring Enhanced Disclosure About Risk, Compensation and Corporate Governance, 2010

Educational Background:

  • B.A., Psychology, Colgate University, 1990
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Office Location for Kenneth M. Silverman

1325 Avenue of the Americas
15th Floor
New York, NY 10019

Kenneth M. Silverman:

Last Updated: 7/4/2019

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