Michael R. Littenberg
Michael R. Littenberg has more than 25 years of experience representing U.S. and foreign public and private companies, investment banks, private equity funds and other private investment funds in transactional matters, including securities offerings and mergers and acquisitions. 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, including Dodd-Frank, Sarbanes-Oxley and the JOBS Act, exchange requirements and governance and executive compensation matters.
Michael also advises a significant number of leading companies on supply chain compliance (including the SEC's Conflict Minerals Rule), responsible sourcing and corporate social responsibility, and is widely viewed as a leading practitioner in this area.
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 is listed in Who’s Who in Securities Law and, for multiple years, has been listed in New York Super Lawyers for securities and corporate finance and as one of the top 100 lawyers in the New York metro area.
- 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
- “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
- JD, magna cum laude, Tulane University Law School, 1990; associate editor, Tulane Law Review; Order of the Coif
- BS, Indiana University, 1987