Michael Littenberg

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. All publications and presentation are prior to Ropes & Gray.

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Publications

  • “Getting Quoted on OTCQX International: An Overview for Non-US Companies,” (April 16, 2012)
  • “JOBS Act Signed into Law: Key Provisions Affecting Public Companies, Private Capital Raises and Broker-Dealers and Other Intermediaries,” (April 9, 2012)
  • Contributor, “Ask the Expert: What Will be 2012’s Biggest Test?” Inside Investor Relations (January 6, 2012)
  • “SEC Approves NASDAQ's BX Venture Market — a New Listing Option for Smaller Companies,” Corporate Live Wire (November 14, 2011)
  • “SEC Approves NASDAQ's BX Venture Market — A New Listing Option for Smaller Companies,” VC Experts (October 12, 2011)
  • “The Votes Are In on ‘Say on Pay’ in 2011,” Financial Executive (September 2011)
  • “Proxy Access in 2012 and Beyond — The Good, the Bad and the Uncertain,” (September 8, 2011)
  • “The Votes Are In — Deconstructing the 2011 Say on Pay Vote,” The Harvard Law School Forum on Corporate Governance and Financial Regulation (July 29, 2011)
  • “A Closer Look at Negative Say-on-Pay Votes during the 2011 Proxy Season,” The Conference Board (July 2011)
  • “The Votes Are In — Deconstructing the 2011 Say on Pay Vote,” (June 28, 2011)
  • “SEC Approves NASDAQ’s BX Venture Market — a New Listing Option for Smaller Companies,” (May 24, 2011)
  • “Early Results from Say on Pay,” The Harvard Law School Forum on Corporate Governance and Financial Regulation (April 17, 2011) 
  • “‘Say on Pay’ at 30 Days — Observations from the First Month,” (February 25, 2011)
  • “What Will be the Biggest Change for IROs of US-Listed Companies in the Wake of Dodd-Frank?” IR Magazine (January 2011)
  • “SEC Adopts Final Advisory Vote Rules,” (January 27, 2011)
  • “‘Say on Pay’ and the 2011 Annual Meeting,” (January 11, 2011)
  • “The Top Five Public Company Compliance Issues Not on Your Radar Screen…and That Should Be,” Corporate Compliance Insights (November 19, 2010)
  • “SEC Stays Effectiveness of New Proxy Access Rules,” (October 8, 2010)
  • “SEC Provides Interpretive Guidance on Liquidity and Capital Resources Disclosure,” (October 5, 2010)
  • “Effective Date of Proxy Access Rules Set,” (September 16, 2010)
  • “Proxy Access Q&A for Public Companies,” (September 13, 2010)
  • “Dodd-Frank Ushers in New Requirements for Public Companies and Their Boards,” The Corporate Counselor, Volume 25, No. 5 (September 5, 2010)
  • “SEC Increases the Focus on Board Practices,” The Corporate Board (March/April 2010)
  • “NYSE Extends Reduced Market Cap and Stockholders’ Equity Continued Listing Requirements; Proposes Making Reduction Permanent,” (March 2, 2010)
  • “SEC Adds Flexibility to the Proxy Process,” (March 1, 2010)
  • “SEC Issues Guidance on Climate Change-Related Disclosure by Public Companies,” (February 8, 2010)
  • “Keeping Current: Securities — Are Your Regulation FD Compliance Procedures Sufficient?” Business Law Today (January/February 2010)
  • “Not Business as Usual for IR: The New Year Rings in New Responsibilities,” IR Alert (January 14, 2010)
  • “SEC Amends Disclosure Requirements for the 2010 Reporting Season,” (December 17, 2009)
  • “Nasdaq Modifies Advance Notification Requirement,” (December 9, 2009)
  • “Are Your Regulation FD Compliance Procedures Sufficient?” (October 8, 2009)
  • “NYSE Reduces Public Float Listing Requirement and Amends Listing Fees,” (September 23, 2009)
  • “NYSE Reduces Minimum Global Market Capitalization Requirement and Extends Suspension of Minimum Share Price Requirement,” (July 6, 2009)
  • “NYSE Rule 452 Amended to Eliminate Broker Discretionary Voting In Uncontested Elections,” (July 2, 2009)
  • “NYSE Changes Its Immediate Release Policy,” (May 7, 2009)
  • “XBRL Adoption Requires Form Changes in Upcoming 10-Q and 10-K Filings,” (April 23, 2009)
  • “Nasdaq Continues Suspension of Listing Requirements Through July 19, 2009,” (March 31, 2009)
  • “Making Lemonade from Lemons: Issuer Bond Repurchases,” (Spring 2009)
  • “NYSE Provides Temporary Relief from Minimum Global Market Capitalization Requirement,” (January 28, 2009)
  • “Drafting the 2009 CD&A,” (January 12, 2009)
  • “Nasdaq Extends Suspension of Listing Requirements,” (December 30, 2008)
  • “XBRL: What You Need to Know Now,” (December 18, 2008)
  • “Are You Ready for Electronic Proxy Delivery?” (December 15, 2008)
  • “Nasdaq and NYSE Continued Listing Requirements — A Primer for Turbulent Times,” (December 8, 2008)
  • “NYSE and Nasdaq Modify Director Independence Rules,” (October 9, 2008)
  • “SEC Provides New Guidance on the Use of Company Websites,” (September 26, 2008)
  • “New Nasdaq Rule Allows SPAC Listings,” (September 4, 2008)
  • “SEC Approves One-Year Extension of SOX Section 404(b) Compliance Date for Non-Accelerated Filers,” (June 26, 2008)
  • “New NYSE Rule Allows SPACs to List on ‘Big Board’,” (June 18, 2008)
  • “SEC Proposes Mandatory XBRL Tagging,” (May 30, 2008)
  • “SEC Sets Fee Rate for Fiscal Year 2009,” (May 21, 2008)
  • “Time To Add SPACs To Your Repertoire?” Buyouts (March 31, 2008)
  • “SPACs and the Alternative Asset Manager — Not Your Garden Variety SPAC,” (February 29, 2008)
  • “SEC Introduces New Reporting Requirements for Smaller Companies,” (February 28, 2008)
  • “SEC Provides Guidance on MD&A Disclosure for Off-Balance Sheet Entities,” (January 22, 2008)
  • “SEC Expands Eligibility for Primary Offerings on Forms S-3 and F-3,” (January 17, 2008)
  • “Are You Ready for Electronic Proxy Delivery?” December 13, 2007)
  • “SEC Issues Additional Guidance Under 2006 Executive Compensation Disclosure Rules,” (November 12, 2007)
  • “New Fairness Opinion Rule Approved by the SEC,” (November 8, 2007)
  • Author and co-author of numerous other articles pertaining to U.S. and cross-border legal matters, including articles pertaining to U.S. securities laws, mergers and acquisitions, venture capital and general corporate matters.

Presentations

  • “Brave New World? — Private Placements and General Solicitations,” (October 2013)
  • “The JOBS Act Turns One – Happy Anniversary?” and “Enhancing Board Performance Through Effective Evaluations,” (July 2013)
  • Microcap Best Ideas Conference (June 2013)
  • “Current Status of JOBS Act and Crowdfunding,” Marcum 2nd Annual MicroCap Conference (May 2013)
  • “Establishing an ATM Program,” “Public Company Regulation in 2013 — What to Expect Now That the Election Is Over” and “OTCQX Update,” (December 2012)
  • “Middle Market M&A 2012 Wrap-Up & 2013 Outlook,” Merrill DataSite Webinar (December 2012)
  • “U.S. Capital Markets,” IR Magazine's Think Tank — Canada 2012 (October 2012)
  • “Executive Briefing: Regulation, Governance and Election Day Surprises,” IR Magazine's Think Tank — East Coast (October 2012)
  • “The JOBS Act and Other SEC Developments Affecting Accounting Firms,” Foundation for Accounting Education's Annual SEC Conference — What You Need to Know to Comply with New Reporting Requirements (September 2012)
  • “The Impact of the 2012 JOBS Act on Small-Cap Finance,” Marcum MicroCap Conference, New York (June 2012)
  • “An Overview of the JOBS Act,” (May-June 2012)
  • “Capitalizing on the New JOBS Act” and “Establishing an OTCQX Listing,” (May 2012)
  • “A Dual Listing’s Impact on Liquidity,” du Pasquier & Co, Inc. Natural Resources Symposium (April 2012)
  • “An Overview of the OTCQX Marketplace,” (March 2012)
  • “Conducting Effective Board Evaluations,” “Cutting Edge Capital Markets Structures” and “Trends in D&O Coverage,” (January 2012)
  • “Staying Compliant: Responding to New Whistleblower Rules,” DealFlow Media The Activist Investor Conference 2012
  • “Inside the Boardroom: Practical Guidance on Serving Your Board,” OCEG Webinar
  • “Disclosure Policies: From Channel-Checkers to Employee Bloggers,” IR Magazine East Coast Think Tank, New York
  • “Q&A: The 2012 Annual Meeting Season — Lessons Learned From 2011 and What to Expect Next Year,” IR Magazine East Coast Think Tank, New York
  • “Optimizing Your Board Interactions,” Thomson Reuters Accelus Customer Summit, New York
  • “Preparing for the 2012 Annual Meeting Season — Meeting and Managing Investor Expectations”
  • “The OTC Marketplace: An Overview for Issuers and Their Advisers,” New York
  • “You’ve Been Hacked! What Do You Say and Do Now?” New York
  • “NASDAQ OMX’s New BX Venture Market: An Overview for Issuers and Their Advisers,” New York
  • “Implementing Dodd-Frank: Preparing Your Corporate Clients for Effective Government Compliance,” The National Law Journal and LegalTimes Breakfast Series, Washington, D.C.
  • “Recent SEC Enforcement Actions Against Independent Directors — Are You and Your Company at Risk?”
  • “The Next Wave in Dodd-Frank Rule-Making”
  • “Sources of Capital: Capital Markets, Registered Funds and Seeding Arrangements,”  20th Annual Private Investment Funds Seminar, New York
  • “Say on Pay in 2011”
  • “The Top Five Public Company Compliance Issues Not on Your Radar Screen … and That Should Be”
  • “Are You Reg. FD Compliant?” 
  • “Disclosure Update: How, When and Where You Communicate Your Messages,” IR Magazine East Coast Think Tank, New York
  • “Governance Trends and Regulatory Risk: What’s on Your Radar?” IR Magazine East Coast Think Tank, New York
  • Rosen Seymour Shapss Martin & Company LLP, New York
  • "What Venture Capitalists Need to Know About IPO Laws, Regulations and Procedures,” ExecSense Webinar
  • EiserAmper LLP’s SEC and Capital Markets Update, New York
  • “It’s Here! Preparing for Proxy Access,” New York
  • “The Dodd-Frank “To Do” List for Public Companies,” New York
  • “NASDAQ’s Proposed BX Market — A Brief Overview,” New York
  • “House and Senate Financial Reform Bills — Implication for Public Companies,” New York
  • “Google Shakes Up IR Practices — Should You Follow Suit?” New York
  • “Are Your Forward-Looking Statement Disclaimers Up to Snuff? Best Practices in Light of Recent Second Circuit Case Law,” New York
  • “2008 Securities Law Update,” Think Big! Small- and Mid-Cap Public Company Forum, New York
  • “Permanent Capital Investment Vehicles,” Cutting Edge Alternative Asset Management Deals Seminar, New York
  • “The Registration Process,” Going Public, New York
  • “Getting Started: The SEC and the Review Process,” Securities Regulation and Enforcement, New York
  • “Registration Statements,” SEC Accounting and Financial Reporting Course, New York
  • “Introduction to the Deal: What's Involved in a Securities Offering?” New York City Bar Association, New York
  • “Disclosure of Material Developments to the Market,” New York City Bar Association, New York
  • “Complying with Regulation FD,” New York
  • "Sarbanes-Oxley: An Overview,” Association of the Bar of the City of New York, New York
  • “Records Retention and the Public Company,” Document Retention and Destruction Conference, Lorman Educational Services, New York
  • “Developments in Online Investor Relations,” The Internet and Securities Laws Current Issues and Trends Conference, New York
  • “The Forms and Regulations of the Integrated Disclosure System,” SEC Reporting Essentials for Canadian Companies Conference, Toronto, Canada
  • “Global Securities Offerings by Mexican Issuers,” Mexico City and Monterrey, Mexico
  • “Enabling Efficiency in Finance,” Wharton Finance Conference, Philadelphia
  • “General Overview of SPE's,” Update on Special Purpose Entities: Complying With New Disclosure Requirements, Boston
  • “Sexy Legal Issues for the Corporate Finance Professional,” New York
  • “Legal Due Diligence and Contractual Provisions to Mitigate Risk in Domestic and International Transactions,” Complete Due Diligence — Surviving in the Global Environment of Acquisitions, Strategic Partnerships and Key Supplier Alliances Conference, New York
  • “Reducing Country Risk Through Precise Legal Guidance,” Political Risk Management for the Power, Oil and Gas Industries Conference, New York
  • “Exits Through Strategic Sales vs. Exits Through Public Markets,” Latin America Private Equity Summit, Miami
  • “Cross-Border Mergers and Acquisitions,” United States/Africa Judicial and Legal Exchange Program, Washington, D.C.
  • “Exploring International Opportunities in the LBO Market,” Leveraged Buy-Outs Seminar, New York
  • “Structuring, Negotiating and Papering Strategic Relationships,” New York
  • “How Technologies Become Businesses,” Naval Research and Development Conference, Washington, D.C.
  • “Starting Your Own Company - Critical Issues That Every Internet and New Media Start-up Should Consider,” New York
  • “Starting a Financial Services Company,” The Harvard Business School Club of New York, New York
  • “Rebuilding from Dot Bombs — Success for Startups,” New York
  • “Venture Capital Profile Series,” Deloitte & Touche, New York
  • “Standing Out in a Crowd: Raising Capital in Tough Times,” New York
  • “Attracting and Retaining Top Talent,” New York
  • “The ABC's of Finding, Compensating and Keeping Talent,” New York
  • “Critical Success Factors for CEOs: Strategies for Building Your Top Line,” New York
  • “Attracting Foreign Investment Capital,” Southern African Development Community Consultative Conference on Trade and Investment, Johannesburg, South Africa


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