Michelle Ann Gitlitz



Michelle Gitlitz is a securities lawyer who represents corporations, investment companies, and funds on a wide range of issues, including corporate, regulatory, and litigation matters. She also co-leads the Firm’s Blockchain Technology & Digital Currencies group. Michelle regularly advises companies as they bring blockchain technology applications to market, raise capital through coin/token issuances and digital security offerings, create digital currency exchanges/platforms, establish digital currency mining operations, and navigate through state and federal money transmission issues.

Michelle counsels clients on the following:

  • Investment Company Act/Investment Advisers Act for open-end, closed-end, Boards of Trustees, and business development companies with registration, regulation, and governance matters;
  • Fund formation for private investment funds and hedge funds, including funds that invest in emerging technologies such as distributive ledger technologies, blockchain, Internet of Things (“IoT”), and artificial intelligence as well as in digital currencies, such as Bitcoin, Ethereum, and other tokens offered through initial coin offerings; and
  • Government investigations, specifically representing companies, officers, and directors in connection with investigations by the Securities and Exchange Commission, Department of Justice, FINRA, National Futures Association, and other state and federal regulatory agencies arising out of possible violations of law.

Michelle is a frequent presenter on the legal and regulatory aspects of blockchain technology and tokenization. She has participated in MIT’s Legal Forum for Artificial Intelligence and Blockchain and lectured on blockchain and tokenization at MIT's Computational Law Course. Michelle also participated in the United Nations' Blockchain for Impact Global Summit. She is a member of the Wall Street Blockchain Alliance, Global Legal Blockchain Consortium, and the Accord Project. She is also the co-author of a publication titled, “Fund and Investment Management Regulatory Update and Recent SEC Actions.”

Outside the Firm

Michelle enjoys hiking, tennis, traveling, and baking.


  • Counsel clients on the legal and regulatory issues that arise when companies invest in and/or incorporate blockchain technology into their businesses.
  • Advise clients on legal, regulatory, and risk management issues surrounding coin/token offerings and digital securities offerings.
  • Advise clients on the formation and regulation of platforms and exchanges to trade digital/cryptocurrencies.
  • Advise clients on federal (FinCen) and New York State (BitLicense) money transmission licensing issues.
  • Form hedge funds that invest in emerging technologies including, distributive ledger technologies, blockchain, artificial intelligence, as well as digital currencies.
  • Represent independent trustees and mutual fund boards regarding Investment Company Act of 1940 and Investment Advisers Act issues.
  • 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.
  • Represent a manufacturer of nutritional supplements, in connection with a formal order of investigation issued by the Securities and Exchange Commission.
  • Represent a Special Committee of a 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.
  • Represent 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.
  • Represent 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.

News & Views

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  • 2012–2016, “Rising Star” in Business Litigation, listed in Super Lawyers


Professional Activities
  • Co-Chair, Blank Rome Blockchain Technology & Digital Currencies Group
  • Co-Founder, Diversity in Blockchain
  • Vice Chair, Blank Rome's Women's Forum



  • New York
  • U.S. District Court - Eastern District of New York
  • U.S. District Court - Southern District of New York


  • Cornell University, BS
  • Brooklyn Law School, JD