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919 Third Avenue
New York, New York 10022
United States of America
P: +1 212.756.2524
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Michael R. Littenberg, a partner in the New York office, specializes in corporate finance and ongoing securities law compliance, mergers & acquisitions, and venture capital transactions.
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 expertise. Michael is listed in Who's Who in Securities Law and in New York Super Lawyers for securities and corporate finance. He received his J.D., magna cum laude, from Tulane University Law School, where he was an editor of the Tulane Law Review and a member of the Order of the Coif, and his B.S. from Indiana University.
Selected Publications
“Ask the Expert: What Will be 2012’s Biggest Test?” Inside Investor Relations, Jan. 6, 2012 (contributor)
“Conflict Minerals Due Diligence” and “Preparing for Conflict Minerals Compliance: Company Action Items Checklist,” Practical Law Company, November 2011 (co-author)
“SEC Approves NASDAQ's BX Venture Market — a New Listing Option for Smaller Companies,” Corporate Live Wire, Nov. 14, 2011
“Regulation Fair Disclosure,” Insider Trading Law and Compliance Answer Book (Practising Law Institute) October 2011 (co-author)
“SEC Approves NASDAQ's BX Venture Market — A New Listing Option for Smaller Companies,” VC Experts, Oct. 2011
“The Votes Are In on ‘Say on Pay’ in 2011,” Financial Executive, Sept. 2011
“Proxy Access in 2012 and Beyond — The Good, the Bad and the Uncertain,” SRZ Client Alert, Sept. 8, 2011 (co-author)
“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 (co-author)
“A Closer Look at Negative Say-on-Pay Votes during the 2011 Proxy Season,” The Conference Board, July 2011 (co-author)
“The Votes Are In — Deconstructing the 2011 Say on Pay Vote,” SRZ Client Alert, June 28, 2011 (co-author)
“SEC Approves NASDAQ’s BX Venture Market — a New Listing Option for Smaller Companies,” SRZ Client Alert, May 24, 2011 (co-author)
“Early Results from Say on Pay,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, April 17, 2011 (co-author)
“‘Say on Pay’ at 30 Days — Observations from the First Month,” SRZ Client Alert, Feb. 25, 2011 (co-author)
“What Will be the Biggest Change for IROs of US-Listed Companies in the Wake of Dodd-Frank?” IR Magazine, Jan. 2011
“SEC Adopts Final Advisory Vote Rules,” SRZ Client Alert, Jan. 27, 2011 (co-author)
“‘Say on Pay’ and the 2011 Annual Meeting,” SRZ Client Alert, Jan. 11, 2011 (co-author)
“The Top Five Public Company Compliance Issues Not on Your Radar Screen…and That Should Be,” Corporate Compliance Insights, Nov. 19, 2010
“SEC Stays Effectiveness of New Proxy Access Rules,” SRZ Client Alert, Oct. 8, 2010
“SEC Provides Interpretive Guidance on Liquidity and Capital Resources Disclosure,” SRZ Client Alert, Oct. 5, 2010
“Effective Date of Proxy Access Rules Set,” SRZ Client Alert, Sept. 16, 2010
“Proxy Access Q&A for Public Companies,” SRZ Client Alert, Sept. 13, 2010
“Dodd-Frank Ushers in New Requirements for Public Companies and Their Boards,” The Corporate Counselor, Volume 25, No. 5, Sept. 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,” SRZ Client Alert, March 2, 2010
“SEC Adds Flexibility to the Proxy Process,” SRZ Client Alert, March 1, 2010
“SEC Issues Guidance on Climate Change-Related Disclosure by Public Companies,” SRZ Client Alert, Feb. 8, 2010 (co-author)
“Keeping Current: Securities—Are Your Regulation FD Compliance Procedures Sufficient?,” Business Law Today, Jan./Feb. 2010
“Not Business as Usual for IR: The New Year Rings in New Responsibilities,” IR Alert, Jan. 14, 2010
“SEC Amends Disclosure Requirements for the 2010 Reporting Season,” SRZ Client Alert, Dec. 17, 2009
“Nasdaq Modifies Advance Notification Requirement,” SRZ Client Alert, Dec. 9, 2009
“Are Your Regulation FD Compliance Procedures Sufficient?,” SRZ Client Alert, Oct. 8, 2009
“NYSE Reduces Public Float Listing Requirement and Amends Listing Fees,” SRZ Client Alert, Sept. 23, 2009
“NYSE Reduces Minimum Global Market Capitalization Requirement and Extends Suspension of Minimum Share Price Requirement,” SRZ Client Alert, July 6, 2009
“NYSE Rule 452 Amended to Eliminate Broker Discretionary Voting In Uncontested Elections,” SRZ Client Alert, July 2, 2009
“NYSE Changes Its Immediate Release Policy,” SRZ Client Alert, May 7, 2009
“XBRL Adoption Requires Form Changes in Upcoming 10-Q and 10-K Filings,” SRZ Client Alert, April 23, 2009
“Nasdaq Continues Suspension of Listing Requirements Through July 19, 2009,” SRZ Client Alert, March 31, 2009
“Making Lemonade from Lemons: Issuer Bond Repurchases,” SRZ Private Equity Developments, Spring 2009
“NYSE Provides Temporary Relief from Minimum Global Market Capitalization Requirement,” SRZ Client Alert, Jan. 28, 2009
“Drafting the 2009 CD&A,” SRZ Client Alert, Jan. 12, 2009
“Nasdaq Extends Suspension of Listing Requirements,” SRZ Client Alert, Dec. 30, 2008
“XBRL: What You Need to Know Now,” SRZ Client Alert, Dec. 18, 2008
“Are You Ready for Electronic Proxy Delivery?,” SRZ Client Alert, Dec. 15, 2008
“Nasdaq and NYSE Continued Listing Requirements–A Primer for Turbulent Times,” SRZ Client Alert, Dec. 8, 2008
“NYSE and Nasdaq Modify Director Independence Rules,” SRZ Client Alert, Oct. 9, 2008
“SEC Provides New Guidance on the Use of Company Websites,” SRZ Client Alert, Sept. 26, 2008
“New Nasdaq Rule Allows SPAC Listings,” SRZ Client Alert, Sept. 4, 2008
“SEC Approves One-Year Extension of SOX Section 404(b) Compliance Date for Non-Accelerated Filers,” SRZ Client Alert, June 26, 2008
“New NYSE Rule Allows SPACs to List on 'Big Board',” SRZ Client Alert, June 18, 2008
“SEC Proposes Mandatory XBRL Tagging,” SRZ Client Alert, May 30, 2008
“SEC Sets Fee Rate for Fiscal Year 2009,” SRZ Client Alert, 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,” SRZ Client Alert, Feb. 29, 2008
“SEC Introduces New Reporting Requirements for Smaller Companies,” SRZ Client Alert, Feb. 28, 2008
“SEC Provides Guidance on MD&A Disclosure for Off-Balance Sheet Entities,” SRZ Client Alert, Jan. 22, 2008
“SEC Expands Eligibility for Primary Offerings on Forms S-3 and F-3,” SRZ Client Alert, Jan. 17, 2008
“Are You Ready for Electronic Proxy Delivery?,” SRZ Client Alert, Dec. 13, 2007
“SEC Issues Additional Guidance Under 2006 Executive Compensation Disclosure Rules,” SRZ Client Alert, Nov. 12, 2007
“New Fairness Opinion Rule Approved by the SEC,” SRZ Client Alert, Nov. 8, 2007
Author and co-author of numerous other articles pertaining to U.S. and cross-border legal matters, including articles pertaining to the U.S. securities laws, mergers and acquisitions, venture capital and general corporate matters.
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Selected Speaking Engagements
“Conducting Effective Board Evaluations,” “Cutting Edge Capital Markets Structures” and “Trends in D&O Coverage,” SRZ Public Company Hot Topics, January 2012
“Staying Compliant: Responding to New Whistleblower Rules,” DealFlow Media The Activist Investor Conference 2012, New York
“Inside the Boardroom: Practical Guidance on Serving Your Board,” OCEG Webinar
“Disclosure Policies: From Channel-Checkers to Employee Bloggers” and “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,” SRZ Public Company Hot Topics, New York
“The OTC Marketplace: An Overview for Issuers and Their Advisers,” SRZ Conference, New York
“You’ve Been Hacked! What Do You Say and Do Now?,” SRZ Public Company Hot Topics, New York
“NASDAQ OMX's New BX Venture Market: An Overview for Issuers and Their Advisers,” SRZ Conference, 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” and “Conflict Minerals Disclosure — Broader Than You Think!” SRZ Public Company Hot Topics, New York
“Sources of Capital: Capital Markets, Registered Funds and Seeding Arrangements,” SRZ 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” and “Are You Reg. FD Compliant?” SRZ Public Company Hot Topics, New York
“Disclosure Update: How, When and Where You Communicate Your Messages” and “Governance Trends and Regulatory Risk: What’s on Your Radar?” IR Magazine East Coast Think Tank, New York
Rosen Seymour Shapss Martin & Company LLP Public Company Hot Topics, 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,” “The Dodd-Frank “To Do” List for Public Companies” and “NASDAQ’s Proposed BX Market — A Brief Overview,” SRZ Public Company Hot Topics, New York
“House and Senate Financial Reform Bills — Implication for Public Companies,” “Google Shakes Up IR Practices — Should You Follow Suit?” and “Are Your Forward-Looking Statement Disclaimers Up to Snuff? Best Practices in Light of Recent Second Circuit Case Law,” SRZ Public Company Hot Topics, New York
“2008 Securities Law Update,” SRZ Think Big! Small- and Mid-Cap Public Company Forum, New York
“Permanent Capital Investment Vehicles,” SRZ 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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Other Distinctions
Complinet Editorial Advisory Board
Law 360 Corporate Finance Advisory Board (Past)
Chair, Manhattan Chamber of Commerce (Past)
Annual Fund Chair, Tulane Law School (Past)
Investment Dealers' Digest Who's Who in Securities Law
New York Super Lawyers — Securities and Corporate Finance (multiple years)
Bar Admissions
Education
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Tulane University Law School, J.D., magna cum laude, 1990
- Associate Editor, Tulane Law Review
- Order of the Coif
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Indiana University, B.S., 1987
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