My Legal Career

I am a member in good standing of, among other things, the California Bar, the Delaware Bar, the bar of the United States Court of Appeals for the Third Circuit and the bar of the United States Supreme Court.

I actively practiced law from 1986 through 2016. For the past four years, I have been “semi-retired” – providing only discrete services to some of the clients I represented prior to 2016.

In my 30-year career, I had a track record for success in complex litigation, was rarely on the losing side of a lawsuit, and won every trial for which I was lead counsel – including one matter in which the judge (later Justice) publicly characterized my efforts as “heroic.”

If anyone were to search my name on Lexis or Westlaw, they would find well over 100 decisions (many published) in which I was one of the lead lawyers.

I was actively involved in numerous complex litigation matters involving multi-billion-dollar transactions, among other things. My clients included many Fortune 500 companies, multi-billion-dollar hedge funds and private equity funds, and many individual billionaires.

In addition to serving as litigation counsel to many clients, I regularly provided legal advice to boards of directors of Fortune 500 companies in connection with multi-billion-dollar transactions – helping them structure their transactions in a lawful manner that would withstand judicial and administrative scrutiny.

I also led or was substantially involved in internal investigations of alleged improprieties by senior officers and directors of Fortune 500 companies.

I served as Delaware co-counsel to most of the BigLaw 100 firms, and I was one of the “go to” Delaware lawyers for a number of partners of one of the top law firms in California, including one lawyer who is now a California Superior Court Judge.

I was routinely identified as a “Super Lawyer” in corporate litigation, I was an AV rated lawyer, and I was once identified as one of the top 500 lawyers in the country.

For more than a decade, I was a member of the Corporate Council, which is a committee of the Delaware Bar Association responsible for drafting provisions of the Delaware General Corporations Law, which governs most of the largest corporations in the country.

I am the co-author of a book on Deal Protection Provisions in merger agreements, which is published by Bloomberg. I also have written numerous law review articles and other publications, and I served on the editorial board of a valuation publication to which I also was a contributing author.

For many years, I was a member of the advisory board of the University of Pennsylvania Institute of Law and Economics. I also have been a moderator and/or a panelist at national legal conferences on subjects such as corporate valuation litigation, class action litigation, and ethics and professional responsibility.

More particularly, over the past 30 years:

  • I led or had substantial responsibility in representing, among others, Marvel, Disney, Paramount, USA Networks, MCI, Dole Foods, Axa Financial, Holly Oil Company, Elliot Associates, Huntsman, Express Scripts, RJR, Priceline, Yahoo, Saban, and Dell.
  • My individual clients included Ronald Burkle, Darwin Deason, Tilman Fertitta, David Murdock, John Huntsman, and Robert Bass. I also was asked to represent Mark Zuckerberg and the founders of Google in major matters, but I was conflicted from doing so on account of other matters within my firm in which my partners represented parties adverse to the clients I was asked to represent in unrelated matters.
  • I argued 9 appeals in the Delaware Supreme Court and won 8 of them, including 6 of 6 reversals representing the appellant. I also have been involved as a major member of a team of lawyers in multiple other appeals.
  • I obtained injunctions against the consummation of many substantial mergers and other corporate transactions, and I successfully defended many other substantial transactions from injunction efforts.
  • I represented “mom and pop” clients, and personally recovered hundreds of millions in damages for them by way of post-trial judgments, injunctions, and settlements in various matters.
  • I won every trial in which I was the lead trial counsel, including:
    1. a matter in which I obtained $85 per share in a transaction in which my clients had been involuntarily “cashed out” for $41 per share;
    2. a matter in which I established that my clients had “overpaid” by more than 20 percent (which amounted to hundreds of millions of dollars) in a matter in which they were being sued for paying too little;
    3. a matter in which I established that my clients had effected a “freeze-out” merger in an “entirely fair” manner and price (which is an extremely difficult burden to satisfy) in a transaction that I also helped to structure; and
    4. a matter that settled on the eve of trial in which my clients had collectively been cashed out based on a company valuation of $75 million and in which the settlement resulted in a sale of the company for more than $300 million, with my clients receiving their proportionate share of the sale price.

The “Emerald” Matter

The craziest case of my long legal career started when a 300 pound former real estate agent walked into my office with a duffel bag filled with more than forty pounds of emeralds, and told me he found sunken treasure. Yes, treasure, as in pirate booty, emeralds on the seafloor! This case had everything, colorful characters from our most colorful state, Florida, national publicity, interviews on 60 Minutes, admiralty law, accusations of fraud against yours truly, and even a sad and tragic ending. No surprise that people in Hollywood are currently interested in a theatrical version of the story.

In 2011, I was hired to represent Jay Miscovich and certain of his associates. Mr. Miscovich claimed to have discovered a sunken treasure in international waters off the coast of Key West, Florida. The litigation I was hired to defend was a business dispute concerning ownership and control of Mr. Miscovich’s discovery.

Mr. Miscovich’s claimed discovery had occurred a year before I was contacted to represent him. Prior to my involvement in the matter, the genuine nature of the discovery and its value had been validated and verified by various independent sources, including the Smithsonian Institute, an independent gemologist in New York City, and a hedge fund that was fighting with Mr. Miscovich to take control of the treasure. The discovery was also later the subject of a positive story by Sixty Minutes, and the value of the emeralds was further validated by the head gemologist at Christy’s Auction House.

Despite the foregoing, a federal court in Florida ultimately determined that Mr. Miscovich’s claimed discovery was a fraud, and that Mr. Miscovich had purchased the emeralds and “salted” the discovery site. After that determination, certain litigants who were adverse to Mr. Miscovich, and who had spent millions of dollars in unsuccessful litigation I helped to defend, falsely claimed that I had knowingly aided Mr. Miscovich’s alleged fraud. I proved them wrong.

The day that the false allegations against me were first reported in a Delaware newspaper, the Governor of Delaware called me to express his confidence that I did nothing wrong, along with his sympathy for the fact that I was being falsely accused and being dragged through the mud (or maybe “key hauled” is a more apt analogy).

I refused to settle the false claim, I successfully defended myself in court, and my successful defense was affirmed by the Eleventh Circuit Court of Appeals. A judge before whom I had appeared for more than 20 years testified on my behalf as a character witness, as did a lawyer with and “against” whom I had litigated cases.

The Judge’s character testimony included the following endorsements of my character:

“Mr. Silverstein impressed me as a talented and extremely capable attorney who consistently met or exceeded the highest standards of the legal profession. Mr. Silverstein invariably displayed not only technical expertise as a corporate litigator, but he also exhibited the highest levels of professionalism, courtesy, and candor as an officer of the court.”

“Mr. Silverstein was always a diligent and well-prepared advocate who invariably displayed the utmost respect, courtesy, and candor towards the Court and towards opposing counsel. At all times, I found him to be a zealous advocate for his clients, but one in whose representations to the Court I had every confidence.

You can read the complete affidavit submitted by Chancellor William B. Chandler by clicking here.

The character testimony of the lawyer with and “against” whom I had litigated cases was similar in nature:

“[O]ver the course of my career, I have litigated against Mr. Silverstein in a number of matters . . . . Over the course of a long and hard fought case I had the opportunity to observe Bruce’s work, work ethic, and integrity and found him to be a person of high integrity and ethics who conducted himself consistently with the best traditions of our Bar.”

“Mr. Silverstein has proven to be a formidable opponent and a tough litigator. While his approach to litigation is typically aggressive, I can state unequivocally that I never found him to be untruthful or disrespectful. Indeed, in the matters in which we have interacted, he has always lived up to the ideal of an honest member of the Delaware Bar.”

You can read the complete affidavit submitted by Mr. Varallo by clicking here.

As reflected in the court’s opinion (linked here), the judge in the fraud case found that there was no evidence that I knowingly did anything wrong. Specifically, the judge wrote:

After nearly twelve days of taking evidence, including the testimony of eight witnesses and thousands of pages of documentary evidence, [the plaintiff] has been unable to present any evidence that Silverstein had actual knowledge of [the alleged] scheme to commit a fraud . . .

Page 55 of CASE NO. 11-CV-10074-KING in the UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA KEY WEST DIVISION

That was unsurprising to me, as I did not knowingly do anything wrong – so there could not be any evidence of something that did not exist.

There also were many documents introduced into the record that showed that the lawyers on the other side did not believe that I or my law firm did anything wrong, but we had “deep pockets” and they believed that I would settle rather than go to trial. Well, I did go to trial, and we swabbed the deck with them.

If anyone cares to read more about the matter, there are two good sources:

  1. the court opinion that rejected the baseless claims that were made against me (appearing at ), and
  2. an entertaining article in Harpers titled “Emerald Sea” by Robert P. Baird, appearing in the April 2016 edition.

Notably, AFTER the Emerald matter was concluded, I was admitted to the California Bar, which involved a rigorous “moral character” investigation that every applicant to practice law in California must pass, and the ethics examiners were aware of everything that occurred in the matter in which I was falsely accused.

If anyone has any questions about this or any other matter, they should contact me and ask their questions. I have no secrets about this matter, and I am pleased to discuss it with anyone. The story is quite fascinating – which is why it is the subject of interest in Hollywood.