Michael S. Ben

Mike Ben is Leader of the Honigman Public Company, Securities and Governance Practice Group. Additionally, he is Co-Chair of the firm’s Diversity & Inclusion Business Development Subcommittee. He primarily serves in an SEC counsel, Board governance and/or SEC counsel capacity to numerous publicly traded companies headquartered across the U.S. He has a broad range of industry experience, including manufacturing, retail/consumer, technology, retail REITs and media and entertainment. He also serves clients across market capitalizations, ranging from less than $100 million to more than $40 billion. In 2020, Mike co-led a proxy statement project that received Corporate Secretary’s national Corporate Governance award for Best Proxy Statement ($2 billion and under market cap). In 2022, Mike co-led a proxy statement project that was a finalist for Corporate Secretary’s national Corporate Governance award for Best Proxy Statement ($2 billion - $20 billion market cap).

Mike plays an integral role in clients' compliance with reporting requirements of the SEC and NYSE/Nasdaq regulations, as well as securities laws in general. He has significant expertise regarding Exchange Act reporting (including detailed drafting and reviews of proxy statements, Form 10-Qs/10-Ks, and section 16 compliance), Board/Committee matters, executive and director compensation, shareholder outreach/activism, investor relations, ESG reporting and strategy, and key policies. He also regularly counsels clients on transactional, corporate finance, mergers and acquisitions, financial, operational, compliance, risk management, general contract, and strategic planning matters.

Mike further assists private companies that are considering initial public offerings. In addition, he counsels privately held companies looking to implement certain governance, compensation and general compliance practices of publicly traded companies.

Mike also has significant experience providing basic and advanced training to in-house attorneys and directors on public company matters, as well as formal and informal mentoring.

Practice Areas

Representative Matters

• Advises a global market leader in the development and manufacturing of innovative thermal management technologies, primarily automotive (HQ - Michigan; Nasdaq listed)
• Represents a retail chain  that is leading destination for home décor products (HQ - Texas; formerly NYSE listed)
• Advises a value-based retailer of quality, name-brand consumables and fresh products sold through a network of independently operated stores (HQ-California; Nasdaq listed)
• Serves as counsel to a radio, digital media, entertainment and digital marketing solutions company (HQ - New York; NYSE listed)
• Counsels a leading vertical software company addressing the home services and insurance industries (HQ - Washington; Nasdaq listed)
• Represents as secondary counsel an independent personal lines insurance agency (HQ - Texas; Nasdaq listed)
• Represents as secondary counsel a company delivering cloud-based tax compliance solutions (HQ - Washington; NYSE listed)
• Serves as secondary counsel to a tech-driven real estate, mortgage and eCommerce business (HQ - Michigan; NYSE listed)
• Acts as secondary counsel to a global wholesale and retail consumer goods company (HQ - New York; NYSE listed)
• Advises a global advanced materials company in aerospace (HQ - New York; NYSE listed)
• Represents a number of private clients throughout the U.S., including in the software/SaaS, healthcare, private equity, real estate, entertainment and non-profit industries
• Leads the firm’s representation of Palace Sports & Entertainment, including the Detroit Pistons’ move to downtown Detroit, including its new practice facility and related matters
• Other relevant experience:
  • Represented a retail REIT that owns, manages and leases regional, super regional and outlet malls in the US and Asia (HQ - Michigan; formerly NYSE listed)
  • Counseled a national specialty pharmacy (HQ - Michigan; formerly NYSE listed)
  • Served as special counsel to a global wholesale and retail fashion company (HQ - New York; NYSE listed)
  • Advised a global plastic packaging films manufacturer (HQ - New Jersey; formerly NYSE listed)
  • Represented a global omni-channel retail company (HQ - New York; formerly Nasdaq listed)
  • Represented two retail REITs (HQ - Michigan; NYSE listed)
  • Represented a developer of internet search tools and technologies (HQ - Washington; formerly Nasdaq listed)
  • Counseled a fully integrated provider of residential and commercial high-speed data, video, and telephony services (HQ - Colorado; formerly a high-yield voluntary SEC reporting company)

Recent Issuer Transactions

• Oversight of Honigman M&A team regarding numerous private acquisitions for public company and private company clients
• Co-lead counsel for Taubman Centers, Inc. (NYSE), and The Taubman Realty Group Limited Partnership in a $9.8 billion merger and joint venture with Simon Property Group, Inc., and Simon Property Group, L.P.
• $145 million sale of electronics division of NYSE-listed company to a buyer headquartered in Japan
• Co-lead counsel on $785 million sale of Nasdaq-listed plastic packaging films manufacturer through merger with an NYSE-listed company
• $65 million common stock rights offering and backstop commitment for leading contemporary fashion brand listed on NYSE (represented the independent directors)
• $285 million follow-on offering of common stock for an NYSE-listed specialty pharmacy
• $199 million initial public offering of common stock for an NYSE-listed specialty pharmacy
• $1.1 billion A/B exchange offer of senior notes and senior subordinated notes of a high-speed data, video, and telephony company
• Six underwritten public offerings of common and preferred stock for an NYSE-listed REITs ($79 million to $219 million)
• $102 million selling stockholder shelf registration statement for an NYSE-listed REIT
• $48 million selling stockholder shelf registration statement for a Nasdaq-listed manufacturing company
• $200 million Rule 144A offering of senior notes and A/B exchange offer for a Nasdaq-listed manufacturing company
• $99 million asset acquisition in a Section 363 sale of a formerly public manufacturing company in Chapter 11

Prior Experience

• Latham & Watkins LLP, Associate, 2000-2005

Education

Admissions

Awards

• Co-led proxy statement project receiving Corporate Secretary’s 2020 national Corporate Governance Award for Best Proxy Statement (small cap) 
• The Best Lawyers in America
  • Recognized in the areas of:
    • Securities/ Capital Markets Law, 2022-2023
    • Corporate Law, 2023
    • Securities Regulation, 2023
• Michigan Super Lawyers, 2013-2018
  • Recognized as a Rising Star, 2009-2012
• DBusiness, Top Lawyers, 2011, 2012, 2016, 2021, and 2022
• DBusiness 2015 “Legal Eagles” as one of the Top Young Lawyers in Metro Detroit

Professional & Community Involvement

American Bar Association

State Bar of Michigan

Society for Corporate Governance

• Detroit Chapter
  • Board of Directors
  • Membership Chair

The Children’s Foundation

• Board of Trustees
• Nominating and Governance Committee, Vice Chair

The ChadTough Foundation, Board of Directors (previously Board Advisor)

University of Michigan, Mentoring Program and 30-Minute Mentors

News

Press Releases

Seminars & Events