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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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