Leslie Silverman’s practice focuses on the domestic and international capital markets, representing both issuers and underwriters.

He has extensive experience, in particular, in cross-border offerings and the development of new financial products. Les regularly counsels companies on compliance with the FAST, JOBS, Dodd-Frank, and Sarbanes-Oxley Acts, the SEC’s implementing regulations, and related corporate governance matters.

Les joined the firm in 1974, became a partner in 1982, and senior counsel in 2018. From 1985 to 1989, he was resident in the London office.

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Notable Experience

  • Morgan Stanley, J.P. Morgan, Citigroup and Credit Suisse in two concurrent offerings by a subsidiary of Telenor ASA in which Telenor disposed of a portion of its ownership stake in VimpelCom Ltd., including an offering of $1 billion of Telenor bonds exchangeable for ADSs representing VimpelCom common shares – the largest-ever equity-linked offering by a Nordic issuer and the largest exchangeable debt issuance by a European company with a U.S.-listed underlying security in over 10 years.

  • The underwriters in a $2.6 billion SEC-registered secondary offering of common stock by Citizens Financial Group, Inc.

  • The underwriters in the IPO and follow-on debt offering of Israel Chemicals.

  • HSBC USA Inc. in a $2.7 billion SEC-registered senior unsecured notes offering.

  • American Express Company in its $1.88 billion SEC-registered exchange offer.

  • The underwriters in a $700 million notes offering for BlackRock.

  • The underwriters in a $755 million SEC-registered common stock offering of Alexandria Real Estate Equities, Inc.

  • The underwriters in a $714 million SEC-registered common stock offering by Digital Realty Trust, Inc.

  • The underwriter in its $240 million SEC-registered IPO of preferred shares by Wells Fargo Real Estate Investment Corporation.

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Selected Activities

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  • Member of, and counsel to, the Committee on Capital Markets Regulation

Publications

“SEC Removes References to Credit Ratings from Regulation M,” Cleary Gottlieb Alert Memo (co-author) (June 13, 2023)

“Supreme Court Adopts Strict Section 11 Tracing Requirement in Slack’s Direct Listing,” Cleary Gottlieb Alert Memo (co-author) (June 5, 2023)

“Second Circuit Decision Limits the Ability to Prosecute Instances of Trading on Confidential Government Information,” Cleary Gottlieb Alert Memo (co-author) (January 26, 2023)

“The SECs Proposed Changes to Beneficial Ownership Reporting Implications for Market Participants,” Cleary Gottlieb Alert Memo (co-author) (March 15, 2022)

“SEC Harmonizes Regulation and Improves Access to Capital in Private Markets,” Cleary Gottlieb Alert Memo (co-author) (November 16, 2020)

“SEC Proposal: Improving Access to Capital in Private Markets,” Cleary Gottlieb Alert Memo (co-author) (March 30, 2020) 

“Delaware Supreme Court Green Lights Federal-Forum Charter Provisions,” (co-author) (March 20, 2020), (republished by The Review of Securities & Commodities Regulation, July 15, 2020)

“The Latest in the Toshiba Securities Litigation: Perils for Foreign Issuers,” Cleary Gottlieb Alert Memo (co-author) (February 20, 2020); republished in The Review of Securities & Commodities Regulation, April 29, 2020

“Corporate Purpose Debate Hinges On Enhanced Board Role,” Law360 (co-author) (August 23, 2019)

“Tenth Circuit Affirms Ruling Allowing SEC to Bring Securities Fraud Claims Over Certain Foreign Transactions,” Cleary Gottlieb Alert Memo (co-author) (January 30, 2019)

“SEC Sanctions ADT Over Non-GAAP Financial Measures in Earnings Releases,” Cleary Gottlieb Alert Memo (co-author) (January 9, 2019)

“Circuit Split on Morrison Application,” Harvard Law School Forum on Corporate Governance and Financial Regulation (co-author) (August 12, 2018)

“9th Circ. Exposes Foreign Issuers to New Liability,” Law360 (co-author) (July 31, 2018)

“Lorenzo v. SEC: Will the Supreme Court Further Curtail Rule 10b-5?” Harvard Law School Forum Corporate Governance and Financial Regulation (co-author) (July 30, 2018)

“Ninth Circuit Addresses Requirements for Pleading Section 10(b) Claims Concerning Unsponsored ADRs,” Cleary Gottlieb Alert Memo (co-author) (July 26, 2018)

“Lorenzo V. SEC: Will High Court Further Curtail Rule 10b-5?” Law360 (co-author) (July 18, 2018)

U.S. Regulation of the International Securities and Derivatives Markets (12th Ed., Wolters Kluwer, 2017)

“Market Abuse Regulation: Impact on U.S. Public Companies - Parts I, II and III,” The Banking Law Journal (co-author) (January-March 2017)

“New SEC Staff Guidance on General Solicitation,” Review of Securities and Commodities Regulation (November 4, 2015)

“Private Offerings: SEC Liberalizes the Rules but also Proposes New Requirements,” VC Experts (October 23, 2013)

“SEC’s Silent Opposition to Arbitration Bylaws Is Speaking Volumes,” The National Law Journal (August 12, 2013)

“Stockholder Adoption of Mandatory Individual Arbitration for Stockholder Disputes,” Harvard Journal of Law & Public Policy (Summer 2013)

PLI’s Guide to the Securities Offering Reforms (Practising Law Institute, 2005)

The Sarbanes-Oxley Act of 2002: Analysis and Practice (Aspen Publishers, 2003)