Silver Freedman & Taff, LLP - A Washington DC based law firm specializing in securities and venture capital, mergers and acquisitions, banking and financial services, executive compensation, benefits and taxation matters.
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SF&T FIRM BACKGROUND




Silver, Freedman & Taff, LLP is nationally known for providing its clients with the highest quality representation on complex corporate transactions. 
During our more than 30 year history, we have pioneered many types of new transactions, particularly within the areas of securities transactions and banking.  Our practice may be divided into four areas: (i) the Securities and Venture Law Group, (ii) the Banking Group (iii) the Benefits Group and (iv) the Corporate and Tax Group.

The Silver, Freedman & Taff, LLP Securities and Venture Law Group specializes in representing clients on the sale of equity and debt securities to fund and expand their businesses.  We represent a broad spectrum of clients ranging from developmental stage companies to mature public companies that regularly issue securities in the public markets.  Since the early l990s, we have acted as counsel on more than 175 securities offerings raising in excess of $7.7 billion.

Silver, Freedman & Taff, LLP also has a unique expertise in mergers and acquisitions and has represented a wide variety of companies on such transactions.  As a result of our expertise and reputation in this area, we are frequently tapped by companies with which we have had no prior relationship to represent them on merger and acquisition transactions, Since the early 1990s, we have acted as counsel on more than 150 mergers and acquisitions with an aggregate deal value in excess of $11.0 billion.

The Silver, Freedman & Taff, LLP Banking Group focuses on representing depository institutions, including commercial banks, savings institutions, trust companies and credit unions on regulatory matters before the various federal and state regulatory agencies.  In particular, members of the Banking Group have worked closely with members of the Securities and Venture Law Group on complicated bank reorganizations, securities offerings and mergers and acquisitions.

The Silver, Freedman & Taff, LLP Benefits Group focuses on the development of incentive and compensation plans which provide benefits to the officers, directors and employees of our corporate clients.  In particular, the Benefits and Taxation Group is known for creating tax­qualified and unique non-tax qualified benefit programs which are custom designed to meet our clients' goals within their available resources.  We are also known for innovative stock incentive programs which align the interests of officers, directors and employees with those of the stockholders.

The Silver, Freedman & Taff, LLP Corporate & Tax Practice Group serves as general counsel to both public and private companies, individuals, estates and trusts. In this capacity the group actively works with its clients in aspects respecting the client's business, including corporate structuring, financing, growth and contraction strategies, employment matters, tax planning, real estate, protecting licensing and intellectual property and estate planning for principals and senior management. The Corporate Tax Group works closely with the firms other practice groups to provide full service for firm needs. Client's of the group are as diverse as the practice areas, including manufacturers, retailers, distributors, medical practitioners, technology firms, and restaurant chains.

Reflecting our location in Washington, D.C., many of our attorneys have relevant experience in important federal agencies including the Securities and Exchange Commission, Internal Revenue Service as well as the various Federal banking agencies.

Set forth below are brief resumes of our lawyers:



SIDNEY J. SILVER, P.C. Mr. Silver is a founding partner of Silver, Freedman & Taff. Mr. Silver represents a variety of both mature and growing companies in the retail, wholesale, service, and manufacturing businesses.

Mr. Silver is a member of the Virginia State Bar and the District of Columbia Bar. He is enrolled to practice before the U.S. Tax Court, U.S. Court of Appeals, District of Columbia Circuit and the U.S. Supreme Court. Mr. Silver is a member of the Washington DC Estate Planning Counsel.

Mr. Silver has negotiated a wide variety of mergers, acquisitions, joint ventures and license agreements in Europe, the Americas and Asia. He also advises clients on business and strategic planning, negotiations, economic analysis and sophisticated financial planning. Mr. Silver has an extensive background in taxation and lease negotiations. He has negotiated with most major United States mall developers on behalf of many multi-store operators. Mr. Silver has also had extensive experience in Estate & Gift Tax Planning as well as estate tax litigation matters.

Mr. Silver serves as Chairman of the National Law Alumni Board for Georgetown University Law Center, serves on the Board of Governors and is a member of the Executive Committee thereof for Georgetown University. Mr. Silver further serves on the Board of Advisors for the College of Business and Economics of Lehigh University.

Mr. Silver serves on the board of directors of a number of public and private corporations and serves on the Board of Directors and as trustee for several charitable foundations.

Mr. Silver received his baccalaureate degree with honors and his MBA from Lehigh University, and his Juris Doctor from Georgetown University. He has taught economics, accounting, and economic statistics at the university level and has lectured in the areas of taxation, business management, negotiation strategy, retail real estate, and franchising.


ROBERT L.   FREEDMAN, P.C. has specialized in banking law for more than twenty-five years.  In this capacity he has advised federal and state chartered thrifts, banks, commercial banks, credit unions and financial institution trade associations on various regulatory and securities matters.  He has also been a speaker at seminars and meetings sponsored by America's Community Bankers and various state and regional trade groups.  Mr. Freedman's specialties are mutual-to-stock conversions, mergers and acquisitions of financial institutions, charter conversions and FDIC-assisted transactions.

Mr. Freedman received his B.A. from the University of Maryland and his J.D. from the University of Michigan.  Mr. Freedman is a member of the District of Columbia Bar, the Maryland Bar, the Maryland State Bar and the Federal and American Bar Associations.  He has authored many articles on banking law, banking legislation, merger and acquisition strategies, and securities law issues.


BARRY P. TAFF, P.C. is in charge of the firm's mergers and acquisitions department and its financial institutions tax practice.  He has served as counsel to financial institutions in over 400 acquisition and reorganization transactions.  He is also expert in the area of executive compensation and benefits.  Mr. Taff has served as a special advisor to the National Office of the Internal Revenue Service in connection with complex tax issues and has obtained numerous novel rulings from the Internal Revenue Service for the benefit of financial institution clients.

Mr. Taff received his B.A. from the University of Maryland and his J.D., with high honors, from American University.  Mr. Taff is a member of the District of Columbia Bar and Maryland State Bar.


JAMES S. FLEISCHER, P.C. heads the firm's securities and mutual-to-stock conversion practice areas, Mr. Fleischer has been responsible for hundreds of initial public offerings over the past 25 years. He has also been involved with and responsible for much of the firm's merger and acquisition work, helping the firm become one of the leading law firms in the United States in number of financial institution M&A transactions. Mr. Fleischer's practice also includes extensive compensation and benefit plan work for directors, officers and employees utilizing both stock and cash based plans. Mr. Fleischer has been a frequent seminar speaker on such topics as conversions, merger/conversions, mutual holding company conversions, the acquisition of financial institutions, securities transactions and benefits issues.

Mr. Fleischer received his B.A., with distinction, from Dartmouth College in 1973 and his J.D. from Duke University in 1976. He is a member of the Bar in the District of Columbia, Colorado and Ohio and is a member of the Corporation, Banking and Business Law Sections of the American Bar Association.

Mr. Fleischer began his legal career in 1976 as a special assistant to the Governor of Colorado, Richard Lamm. In 1979 he took a position as a senior attorney in the Securities Division of the Office of General Counsel at the Federal Home Loan Bank Board, which is now known as the Office of Thrift Supervision. Mr. Fleischer was closely involved in mutual-to-stock conversions and was the principal draftsman of the agency’s policies regarding merger/conversions, where a stock association acquires a mutual association. In 1981 Mr. Fleischer joined the firm of Hamel, Park, McCabe & Saunders and in 1983 he became a partner at his current firm, Silver, Freedman & Taff, L.L.P.

Mr. Fleischer received his B.A., with distinction, from Dartmouth College and his J.D. from Duke University. He is a member of the Bar in the District of Columbia, Colorado and Ohio and is a member of the Corporation, Banking and Business Law Section of the American Bar Association.


MARTIN L. MEYROWITZ, P.C. was formerly the Special Counsel of the Office of International Corporate Finance, Division of Corporation Finance, at the SEC.  He had previously served as a Senior Attorney in that Division, where he reviewed and analyzed a wide variety of securities transactions, primarily involving financial institutions, including one of the first mutual-to-stock conversions filed with the SEC.  Mr. Meyrowitz handles mutual-to-stock conversions, financial institution holding company formations and other public and private securities offerings, as well as merger and acquisition transactions.

Mr. Meyrowitz received his B.S. from University of Maryland, his J.D. from University of Miami and his Masters of Law in taxation from Georgetown University.  Mr. Meyrowitz is a member of the District of Columbia Bar, the Florida Bar and the Maryland Bar.


DAVE M. MUCHNIKOFF, P.C. was, until June 1988, a Senior Attorney and Assistant Branch Chief with the Division of Corporation Finance at the SEC, specializing in bio-technology, cable television and real estate related entities. Since joining the firm, Mr. Muchnikoff has specialized in both public and private common and preferred stock offerings, debt offerings and asset-backed securities transactions as well as providing guidance on mergers and acquisitions and other general corporate and securities matters. Mr. Muchnikoff represented the underwriters in the first internet bank public stock offering.

Mr. Muchnikoff is a C.P.A., with a B.S. in Accounting from Georgetown University and a J.D., cum laude, from the American University law school. Mr. Muchnikoff is a member of the New York Bar; New Jersey Bar; the District of Columbia Bar; American Bar Association and is a member of the Corporation, Banking and Business Law Section of the American Bar Association. He is also a Director of the Home Improvement Lenders Association.


STEVEN M. ABRAMSON, P.C.

Steven M. Abramson works principally as general counsel to many of the firm's manufacturing, retail and distribution clients. As a result, Mr. Abramson has broad and extensive experience in advising the management of public and private companies on diverse issues including financing, real estate, corporate structure, mergers and acquisitions and litigation management.

In connection with the firm's real estate practice, Mr. Abramson is primarily responsible for negotiating, reviewing and drafting all real estate transaction documents, including by way of example, purchase agreements, leases, site development agreements, construction agreements and related documentation. He regularly consults firm clients' real estate and construction departments, as well as local and national developers with whom they are negotiating, early in the site selection process to facilitate an overall and cohesive program of site development and expansion. He also coordinates workouts and wind down programs on a national basis for clients who are eliminating divisions or restructuring their businesses.

Since 1992, Mr. Abramson has lectured on site selection and related real estate expansion programs before the International Franchise Association Expo in Washington, D.C. and is co-author of Strategies for Negotiating Commercial Leases, published in The Franchising Handbook (AMACOM, 1993). He is a regular guest lecturer on real estate site selection and negotiation at the Georgetown University Law Center. Mr. Abramson earned his B.B.A. in finance, graduating Beta Gamma Sigma, with distinction, from the George Washington University School of Government and Business Administration and his J.D., with honors, from the George Washington University National Law Center. Mr. Abramson is admitted to practice in the District of Columbia, Maryland, New York and New Jersey.


BRIAN L. ALPERT, P.C. Brian L. Alpert, through his professional corporation, is a partner in the Washington, D.C. law firm of Silver, Freedman & Taff, L.L.P. Mr. Alpert is a multidiscipline practitioner with expertise in the areas of corporations, partnerships and limited liability companies, domestic and international mergers and acquisitions, secured transactions, real estate, domestic and international trademarks, unfair trade practices, taxation, business planning, estate planning, trusts and probate.

Mr. Alpert represents individuals, trusts, estates and a variety of both mature and growing companies in the retail, wholesale and distribution, service and manufacturing sectors. He regularly negotiates and drafts acquisition, joint venture, shareholder, employment, licensing, confidentiality, non-competition and distribution agreements.

Mr. Alpert serves on the board of directors of a number of private corporations.

Mr. Alpert was awarded an A.B. degree from the Dartmouth College in Hanover, New Hampshire, and a J.D. degree from Georgetown University in Washington, D.C. He is admitted to practice law in the District of Columbia and Maryland, and he is admitted to the Bar of the United States Supreme Court. Mr. Alpert is an active member of the Dartmouth Lawyers Association.


MICHAEL S. SADOW, P.C.  was formerly associated with a Maryland law firm where he specialized in corporate and real property law.  Mr. Sadow is a C.P.A, with a B.A., magna cum laude, from Muhlenberg College and a J.D., cum laude, from the American University, Washington College of Law.  Mr. Sadow is a member of the District of Columbia Bar; Maryland Bar; American Bar Association; District of Columbia Bar Association and Maryland Bar Association.


NANCY M. STILES, P.C. was formerly Acting Deputy General Counsel for FSLIC and Assistant Deputy General Counsel for FSLIC at the OTS.  During her five years at the OTS, she specialized in FSLIC-assisted supervisory acquisitions and conservatorships and receiverships.  She has worked extensively on a number of thrift institution acquisitions by bank holding companies, both while serving at the OTS and in private practice.

Ms. Stiles received her A.B. from Barnard College, her M.S. from Columbia University and her J.D. from George Washington University.  Ms. Stiles is a member of the District of Columbia Bar; the Federal Bar Association, the Women's Bar Association and the American Bar Association and a member of the Corporation, Banking and Business Law Section of the American Bar Association.


BETH A. FREEDMAN joined the firm after a clerkship with the OCC's Legal Advisory Services Division.  While at the OCC, Ms. Freedman concentrated in such areas as bank powers and asset management.  Ms. Freedman received her B.A. from Vassar College and her J.D. from the American University, Washington College of Law.  Ms. Freedman is a member of the Maryland Bar and the American Bar Association.


CRAIG M. SCHEER specializes in a range of corporate and securities matters, including public and private securities offerings, mergers and acquisitions, reporting compliance, proxy solicitations and general corporate matters.   Mr. Scheer received his B.A., cum laude, from Syracuse University, and his J.D. from The George Washington University.   Mr. Scheer is a member of the Virginia State Bar, the District of Columbia Bar and the American Bar Association.


JOHN F. BREYER, JR. specializes in the representation of financial institutions, including savings and loan associations, savings banks, commercial banks and holding companies.  Mr. Breyer has represented numerous financial institutions located throughout the United States in mutual to stock conversions.  He also represents financial institutions in preparing periodic and annual federal securities reports and in executing mergers and acquisitions.  Prior to entering private practice he was an Honors Program Attorney with the Federal Deposit Insurance Corporation and a banking analyst with the Federal Reserve Bank of Philadelphia, Pennsylvania. 

Mr. Bryer received his degrees from the University of Pennsylvania's Wharton School of Business and the Tulane University Law School.  Mr. Breyer is a member of the District of Columbia Bar.

 
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