Michael R. Littenberg
Partner
Michael R. Littenberg has more than 30 years of experience representing U.S. and foreign public and private companies, investment banks, private equity funds and other managers in transactional matters, including securities offerings and mergers and acquisitions, and ongoing compliance. His clients range from large well-known institutions to growing companies across every major industry.
Michael’s transactional capital markets experience covers a wide range of products, including equity and equity-linked securities, investment grade and non-investment grade debt, and SPACs, BDCs and other permanent capital vehicles, through SEC registered, Regulation D, Rule 144A and Regulation S offerings (including registered direct offerings and PIPEs).
Michael’s M&A experience includes representing strategic and financial buyers and sellers, special committees and financial advisors in connection with U.S. and cross-border transactions involving public and private companies.
A significant part of Michael’s practice involves counselling U.S. public companies and foreign private issuers and their boards, board committees, special committees, executive officers and investors in connection with ongoing compliance under the U.S. securities laws, exchange requirements and governance matters.
Michael also advises a significant number of leading companies and managers on ESG, corporate social responsibility, business and human rights and supply chain compliance matters, and is widely viewed as one of the leading practitioners globally in this rapidly evolving area. See here for Michael’s separate bio relating to this portion of his practice.
Michael is a frequent speaker at conferences and seminars, has authored numerous articles, and is frequently quoted as an expert in the business and specialty press, on topics pertaining to his areas of focus. He has been included in numerous rankings and ratings, including Chambers Global, Legal 500, New York Super Lawyers and the New York Super Lawyers New York metro area top 100 list and Who’s Who in Securities Law.
Publications
- Quoted, “Barrage of New Laws, Regulations Coming in 2023,” Corporate Counsel (January 11, 2023)
- Co-author, “Complying with the Uyghur Forced Labor Prevention Act: A Detailed Compliance Roadmap,” Employee Relations Law Journal (Spring 2023)
- Quoted, “Five Steps of a Racial Equity Audit of a PE Sponsor’s Portfolio Companies,” Private Equity Law Journal (December 29, 2022)
- Co-Author, "Quest for Control of Legal Spending Continues as LP Scrutiny Intensifies," Private Equity Law Report (December 29, 2022)
- Co-author, “Climate Disclosure and ERISA Rules Put Companies on Notice,” Bloomberg Law (December 27, 2022)
- Quoted, “Companies Must Reduce Impact on Biodiversity Under New U.N. Rules,” The Wall Street Journal (December 19, 2022).
- Interviewed, “Purpose, Logistics and Future of PE Sponsors Using Racial Equity Audits to Evaluate Their Portfolios’ DEI Efforts,” Private Equity Law Report (December 15, 2022)
- Co-author, “Preparing for new CTPAT forced labor compliance requirements,” Westlaw Today (December 14, 2022)
- Quoted, “BlackRock’s ESG Stance Gets Costlier in Red States,” The New York Times (December 2, 2022)
- Quoted, “Florida to Pull $2 Billion from BlackRock in Spreading ESG Backlash,” Financial Times (December 1, 2022)
- Quoted, “EU Looks to Follow Tough U.S. Action on Forced Labor,” The Wall Street Journal (October 31, 2022)
- Co-author, “State Regulation of ESG Investment Decision-making by Public Retirement Plans,” Harvard Law School Forum on Corporate Governance (October 25, 2022)
- Quoted, “The 2022 NLJ Awards: Professional Excellence – ESG & Community Impact Leaders,” The National Law Journal (October 21, 2022)
- Quoted, “SEC climate disclosure rule certain to be challenged,” Pensions & Investments (October 3, 2022)
- Quoted, “6 U.S. Banks Will Assess Their Climate Resilience in Fed Pilot Program,” The Wall Street Journal (September 29, 2022)
- Co-author, “European commission proposes sweeping regulation to ban products made with forced labor,” Westlaw Today (September 28, 2022)
- Featured, “Legal Lessons from Conflict Minerals Disclosures and Potential Parallels in Climate Disclosures,” PracticalESG (September 22, 2022)
- Co-author, “The T—what—FD? A new framework for inequality-related financial disclosures is under development,” Westlaw Today (September 13, 2022)
- Co-author, “Preparing for the SEC’s Climate Disclosure Rules” Today’s General Counsel (September 6, 2022)
- Quoted, “Ben & Jerry’s Israel fight Carries ESG Lesson for Deal Makers,” Bloomberg Law (August 10, 2022)
- Co-author, “The SEC’s Shot Across the Bow on ‘Greenwashing’ in ESG Funds,” New York Law Journal (June 15, 2022)
- Quoted, “The SEC’s Climate Challenge,” Corporate Board Member (2022)
- Co-author, “Five Steps to a Successful ESG Stakeholder Assessment,” Corporate Board Member (2022)
- Co-author, “Taskforce on Nature-Related Financial Disclosures Framework: Overview of First Beta Release,” Harvard Law School Forum on Corporate Governance (June 12, 2022)
- Quoted, “ESG Funds Provision Hinges on Another (Controversial) Proposal” Financial Times Ignites (June 1, 2022)
- Co-author, “A Q&A on the European Commission’s Proposed Corporate Sustainability Due Diligence Directive,” Oxford Business Law Blog (May 10, 2022
- Co-Author, “Swiss Conflict Minerals and Child Labor Due Diligence and Reporting by Many U.S.-Based Multinationals Doing Business in Switzerland,” Employee Relations Law Journal (Summer 2022)
- Quoted, “Winners and losers at this year’s AGMs,” Financial Times (May 4, 2022)
- Quoted, “SEC Climate Proposal has Finance Chiefs ‘In the Hot Seat,’” Financial Times (May 4, 2022)
- Co-author, "Ten Thoughts on the SEC’s Proposed Climate Disclosure Rules," Harvard Law School Forum on Corporate Governance (April 30, 2022)
- Co-author, “10 Considerations After SEC’s Climate Disclosure Proposal,” Law360 (April 28, 2022)
- Co-author, “Five Steps to a Successful ESG Stakeholder Assessment” Crowe LLP global accounting (April 25, 2022)
- Co-author, “Swiss Conflict Minerals and Child Labor Due Diligence Legislation Takes Effect; Requires Due Diligence and Reporting by Many U.S.-Based Multinationals Doing Business in Switzerland,” Employee Relations Law Journal (Summer 2022)
- Co-author, “Racial Equity Audits Can Help Bridge the Gap Between Words and Actions,” New York Law Journal (March 23, 2022)
- Quoted, “China Forced-Labor Law Risks Snarling Supply Chains, ESG Goals,”Bloomberg Law (January 27, 2022)
- Profiled, “Uyghur Forced Labor Prevention Act Brings New Requirements for Supply-Chain Compliance,” Anti-Corruption Report (January 19, 2022)
- Co-author, “California Adopts Garment Worker Protection Act, Creating New Obligations for Manufacturers, Contractors and Brands,” Employee Relations Law Journal (Spring 2022)
- Co-author, “Mandatory Human Rights Due Diligence: Guidance for Suppliers Operating in Asia,” The Remedy Project (December 2021)
- Chapter Author, “The Legal Case for Supply Chain Due Diligence,” Assent Compliance, Budgeting for Compliance (December 2021)
- Quoted, “The world inches closer to ’alignment’ on global ESG standards,” Fortune (December 15, 2021)
- Quoted, “US Climate Reporting Framework Expected Q1 2022,” ESG Investor (December 8, 2021)
- Co-author, “SEC Highlighting the Need to Consider Climate Change Disclosures in SEC Filings,” Harvard Law School Forum on Corporate Governance (October 24, 2021)
- Cited, “We put these ESG lawyers to the test,” Reuters (July 26, 2021)
- Quoted, “More companies are citing water scarcity as a financial risk in regulatory filings,” CBS News.com and CBS Moneywatch (July 22, 2021)
- Quoted, “SEC Unlikely To Mimic EU in ESG Rule,” Ignites (July 12, 2021)
- Quoted, “Focus on human rights a challenge in China,” Pensions & Investments (April 19, 2021)
- Co-author, “U.S. State Department Issues Human Rights Compliance Guidance for Products and Services With Surveillance Capabilities,” The Journal of Robotics, Artificial Intelligence & Law (March 2021)
- Co-author, “Fashion Industry Guide for Capital Markets,” Lexis Practice Advisor (June 12, 2020)
- Quoted, “Four Unfinished Dodd-Frank Rules to Watch at SEC in 2020,” Bloomberg Law (December 27, 2019)
- Quoted, “Kang’s Take: The Road Less Traveled to Initial Public Offerings,” WSJ Pro Private Equity (March 6, 2018)
- Co-author, “Fashion Industry Practice Guide,” Lexis Practice Advisor (November 2017)
- “Regulation Fair Disclosure,” Insider Trading Law and Compliance Answer Book (Practising Law Institute) (2011-2016)*
- “SEC Proposes Pay Ratio Disclosure Rule,” (October 11, 2013)*
- “General Solicitation and General Advertising to be Permitted in Private Placements Starting September 23,” (August 13, 2013)*
- “SEC Adopts Compensation Committee and Adviser Independence Rules,” (June 28, 2012)*
- “An Overview of the US Jobs Act for OTCQX International Issuers,” (May 11, 2012)*
*Prior to joining Ropes & Gray
Presentations
- “Global Perspectives: Navigating the Global ESG Regulatory Framework,” American Conference Institute's Second Annual Summit on ESG (October 2022)
- “Global Spotlight: Trends in International Food Law and Supply Chain Policy,” FoodBev Exchange (October 2020)
- “Regulatory Developments: SEC, PCAOB and the Tax Cuts and JOBS Act,” The Society for Corporate Governance, New York Chapter (February 2018)
- “Hot Topics in Disclosure and Capital Raising,” NYSSCPA SEC Conference (October 2016)
- “Best Practices to Prevent, Detect and Investigate Third Party Risk,” Thomson Reuters Financial & Risk Summit Panel Session (May 2016)
- “Building a Comprehensive Third-Party Risk Management Program,” (October 2015)*
- NYSSCPA Public Company Accounting and Auditing Conference (October 2014)*
- NTMA 2014 Fall Conference (October 2014)*
- SABR 2nd Institutional Investor Best Ideas Conference (October 2014)*
- “The JOBS Act Roll-Out Continues: Capitalizing on Crowdfunding and Reg A+” and “The SEC’s Proposed Pay Ratio Disclosure Rule,” (January 2014)*
*Prior to joining Ropes & Gray
Education
- JD, magna cum laude, Tulane University Law School, 1990; associate editor, Tulane Law Review; Order of the Coif
- BS, Indiana University, 1987
Admissions / Qualifications
Qualifications
- New York, 1991
Awards
- Legal 500 – Green Guide (2023)
- Chambers Global (2018-2023)
- The National Law Journal “ESG and Community Impact Leaders Award” (2022)
- Legal 500 (2017)
- New York Super Lawyers (2009-2021)
- New York Super Lawyers Top 100 List (2012-2018)
