Michelle Ann Gitlitz
|New York, NY||v. +1.212.885.5068||f. +1.917.332.3723|
Michelle Gitlitz concentrates her practice in the areas of corporate litigation, white collar criminal defense, and government and internal investigations. She represents corporate and individual clients in civil and regulatory matters, including general business, contract, and shareholder disputes before trial and appellate courts and government entities throughout the country.
Ms. Gitlitz also has extensive experience in legal issues relevant to registered and unregistered investment companies and investment advisers. She represents independent Boards of Directors/Trustees in Securities and Exchange Commission investigations, enforcement actions and regulatory and compliance matters.
With more than a decade of banking and securities experience, Ms. Gitlitz regularly represents clients in transactions involving a variety of financial products, including derivatives, such as swaps and options, proprietary yield enhancement trades, mortgage-backed securities, and securitizations. She also counsels clients in disputes arising out of securities fraud, breaches of fiduciary duty, financial transactions, mergers and acquisitions, partnership agreements, and employment matters. Having worked at an investment firm before law school, Ms. Gitlitz has an in-depth understanding of the financial services industry.
Ms. Gitlitz frequently represents clients in partnership/corporate dissolution proceedings, business valuation proceedings, shareholder appraisal proceedings, minority shareholder oppression or breach of fiduciary duty actions, joint venture disputes, and surrogate court proceedings relating to family-owned businesses.
Ms. Gitlitz also has significant experience with e-discovery and cybersecurity issues, as well as with managing document-intensive litigations and investigations. Ms. Gitlitz has co-authored articles on e-mail privacy: "Whose E-Mail is it Anyway?," published in the Privacy & Data Security Law Journal, and an update to that article, "Whose E-Mail is it Anyway? . . . It Depends," published by Mondaq.
She is a member of Blank Rome’s China Securities Litigation Task Force, a team which provides full-service solutions to complex litigation issues for Chinese public companies.
Prior to joining Blank Rome, Ms. Gitlitz worked as an intern for Judge Joseph A. Greenaway, Jr., U.S. District Court for the District of New Jersey.
In July 2017, Ms. Gitlitz, along with Blank Rome attorneys Thomas Westle, Rustin Paul, Courtney Schrenko, and Brandon Einstein, authored a Fund and Investment Management Regulatory Update and Recent SEC Enforcement Actions overview for their clients.
Representative Litigation Matters
- Represent one of the country’s premier banking and financial services institutions to recover damages for repudiation of customer obligations under interest rate swap agreements.
- Represented Fortune 500 company and its Board in two putative class actions commenced in the Southern District of Indiana arising out of the merger. After motion practice, the parties entered into a global “disclosure only” settlement of all litigation with a small monetary payment to plaintiffs’ counsel. Obtained a similar result for a digital printing company and its directors in two putative class actions filed in Connecticut state court, and one filed in the District of Connecticut, following an announcement that the company would be acquired. The parties entered into a similar “disclosure only” settlement and the monetary payment negotiated with plaintiffs’ counsel was one of the smallest known in the settlement of recent class actions.
- Represented Chinese manufacturer of nutritional supplements in connection with a formal order of investigation issued by the Securities and Exchange Commission.
- Represented trucking company in connection with breach of an “evergreen” shipping contract.
- Resolved governmental investigations on behalf of video game publisher and distributor relating to securities fraud, stock options backdating, breaches of fiduciary duty and improper business practices.
- Represented Special Committee of mining company in connection with a Securities and Exchange Commission investigation of possible violations of the securities laws by the company and its officers, directors and affiliates.
- Representation of the country's largest mortgage due diligence firm in connection with sub-prime mortgage investigations by the New York State Attorney General, Securities and Exchange Commission, and Connecticut Attorney General.
- Representations of audit committees, independent directors and special committees of boards of directors in conducting investigations relating to corporate securities and advertising disclosures, accounting issues, stock options backdating, and shareholder demand letters.
- Representation of individuals and corporations in accounting disputes.
Representative Investment Advisory Matters
- Represented independent trustees of mutual fund trusts in connection with allegations relating to violations of Section 15(c) of the Investment Company Act of 1940 for alleged failure to evaluate factors to be considered when approving or renewing investment advisory contracts on behalf of shareholders.
- Represented the board of trustees and the investment adviser to a family of mutual funds in connection with the policies and practices with respect to investments by certain funds in IPOs of equity securities.
- Represented the Chief Executive Officer and Chief Investment Officer of an investment adviser to a mutual fund in connection with a suit brought by the Securities and Exchange Commission for (1) breach of fiduciary duty, (2) the violation of various investment restrictions and policies governing the fraud as set forth in the fund's registration statement, (3) fraudulent provision of inaccurate, inflated valuations for the private placement security, and (4) failure the adopt and implement policies and procedures reasonably designed to prevent violations of the federal securities laws.
- Represented an investment adviser in connection with alleged violation of rules that trades must be allocated among clients in a fair and equitable manner.
- Represented independent trustees of a family of mutual funds in connection with a Securities and Exchange Commission investigation into whether payments to intermediaries by mutual funds were primarily intended for marketing or distribution within the meaning of Rule 12b-1.
- Advise investment companies and investment advisers on compliance matters.