F. Kenneth Graham

Partner Buffalo, Canada
F. Kenneth Graham

A versatile proven corporate transactional attorney, with more than a decade of experience, Ken’s practice focuses on mergers and acquisitions, divestitures, private equity investments and corporate reorganizations. He has assisted domestic and international clients in a wide range of industries, including manufacturing, technology, food and beverage, insurance, healthcare, food production and distribution, construction, transportation, consumer goods, information technology, real estate and retail.

A partner in our firm’s Corporate Practice Group, Ken represents domestic and international clients in a wide range of transactions, contracts and other matters. His work includes assisting clients on mergers and acquisitions, divestitures, reorganizations, securities law compliance, and drafting and negotiating commercial contracts, including technology and intellectual property contracts, license agreements, service agreements, terms of use and privacy policies.

He also regularly represents various companies on corporate governance and other transactional matters including drafting and negotiating of shareholder agreements and limited liability company operating agreements, establishment and administration of equity incentive plans and equity awards to employees and other service providers, restructurings and recapitalizations, and representation in equity and debt financing transactions.

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Honors & Awards

  • Listed in The Best Lawyers Ones to Watch in America®
  • Named Upstate New York Super Lawyers® Rising Star, 2014-2022
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Education & Admissions

Education
  • State University of New York at Buffalo Law School, J.D., 2011
  • Northeastern University, B.S., cum laude, 2007
Admitted to Practice
  • New York
  • U.S. District Court, Western District of New York
  • U.S. Bankruptcy Court, Western District of New York
  • Ontario, Canada – Foreign Legal Consultant

Experience

Representative Matters

Mergers and Acquisitions

  • Represented the buyer in the acquisition of 100% of the equity interests of a premier North American manufacturer of tank trailers and transportation solutions, with operations throughout the United States and in Mexico and Thailand. The acquisition price was in excess of $540 million at closing, plus contingent earn-out consideration (up to an amount in excess of $45 million) based on future financial performance.
  • Represented a life sciences company in a $350 million equity purchase transaction.
  • Served as M&A counsel to an energy company in a $165 million equity purchase transaction.
  • Represented an education services company in a $85 million equity purchase transaction.
  • Represented a third-party logistics provider company in a $50 million equity purchase and rollover transaction.
  • Represented a company in the business of distributing hearth and outdoor living products and accessories throughout the United States of America in the sale of its assets and real estate in a transaction value in excess of $45 million.
  • Served as M&A counsel to franchisee in $25 million asset purchase transaction involving 15 franchise restaurants.
  • Represented an individual in his purchase of an equity purchase transaction that provides reliable and accurate pressure products for the oil and gas, aerospace, automotive, industrial, plastics, cryogenic, water and wastewater, process control and OEM markets. The transaction was valued at $22 million.
  • Represented a general brokerage agency in $11 million equity purchase transaction.
  • Handled the acquisition of an accounting firm in a $10 million equity purchase transaction.
  • Represented a distributor of abrasive products in the sale of its assets to a global leader of industrial power tools. The transaction value was in excess of $10 million.
  • Represented a precision machined and fabricated metal components company in the sale of substantially all its assets.
  • Representation of business owner in business divorce and buy-out.
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Speaking Engagements

View All
  • Panelist, “Know Before You Grow: How to Prepare for U.S. Expansion,” Communitech Webinar, November 2023
  • Presenter, “Legal Advice for Start-Ups,” Fredonia Technology Incubator (FTI) Workshop, December 2021
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Activities & Professional Associations

Present Activities

  • University at Buffalo School of Law, Dean’s Advisory Council, Member
  • Buffalo Niagara International Trade Gateway Organization (ITGO), Board of Directors

Past Activities

  • Graycliff Conservancy, Inc., Board of Directors
    • Executive Committee, Member
  • World Trade Center Buffalo Niagara
    • Board of Directors, Member
    • Programming Committee, Member

Professional Associations

  • American Bar Association
    • Business Law Section
  • American Health Lawyers Association
    • Hospitals & Health Systems Practice Group
  • Bar Association of Erie County
    • Health Law Committee
  • New York State Bar Association
    • Business Law Section
    • Intellectual Property Law Section