Michael C Rakower

Practice Areas

Michael Rakower is a founding member of Rakower Law PLLC. His practice focuses on complex commercial disputes including matters relating to executive compensation, ERISA, partnerships, corporate finance and banking, real estate, civil RICO, securities, intellectual property, and professional liability. Some of his notable matters include:

• Representation of hedge funds in dispute over their right to exercise publicly-traded SPAC warrants, yielding an award of $51 million and establishing jurisprudence concerning the SEC’s registration guidelines with respect to delayed and continuing offerings;

• Representation of a former CEO of a major not-for-profit agency in a dispute over the agency’s refusal to pay ERISA-governed retirement benefits valued in excess of $15 million;

• Representation of a former CEO of a publicly-traded company in a dispute over the company’s refusal to honor its obligation to pay ERISA-governed retirement benefits valued in excess of $10 million;

• Representation of a fourth-generation business in a dispute with executives over their entitlement to incentive compensation arising from the $220 million sale of a subsidiary, where the parent company assumed liabilities attributable to the subsidiary as condition of the sale;

• Representation of a private equity executive in a multi-jurisdictional dispute concerning the employer’s refusal to pay a carried interest following the $700 million sale of its portfolio of businesses;

• Representation of a real estate financier in multi-party actions in federal and state courts concerning a $140 million real estate transaction tainted by alleged fraud;

• Representation of family members in a partnership dispute concerning a real estate asset worth $105 million;

• Representation of a United Nations vendor in a federal lawsuit seeking damages in excess of $125 million arising from an alleged bribery and bid-rigging scheme that corrupted the United Nations;

• Appellate representation of an individual in a high-profile will contest concerning an estate with an estimated value of $1 billion;

• Pre-litigation counseling for the benefit of the Iraqi Government in connection with its investigation into multibillion-dollar kickback schemes arising out of the United Nations Oil-for-Food program;

• Representation of an Argentine financial services entity in a dispute concerning treatment of “reverse repo” transactions in bankruptcy;

• Representation of a limited partner of an insolvent hedge fund in a “clawback” dispute with the fund’s trustee;

• Representation of a hedge fund in a dispute concerning the fraudulent sale of securities by a rogue employee.

Professional Memberships

New York State Bar Association

• Executive Committee, Commercial and Federal Litigation Section, 2011–present

• Co-Chair, Committee on Legislative and Judicial Initiatives, 2022-2023

• Co-Chair, Committee on Federal Procedure, 2011-2022

Federal Bar Council

• Master, Inn of Court

American Friends of the Kigali Public Library, 2005-2015

• Vice President and Board Member, 2005-2015

The New York Bar Foundation

• Fellow

Publications

“Failing to Heed ERISA’s Claims Procedure: A Fast-Track to Court and De Novo Review,” New York Law Journal, November 5, 2021 (co-authored with Melissa Yang).

“Incentive Compensation: When a Promise Becomes a Myth,” New York Law Journal, May 6, 2021 (co-authored with Melissa Yang).

“Attorney Fees Under ERISA §502(g)(1): An Exception to the American Rule,” New York Law Journal, October 10, 2019 (co-authored with Melissa Yang).

“Seeking Benefits Owed Under an ERISA Top-Hat Plan: A Primer for Litigators,” New York Law Journal, July 5, 2017 (co-authored with Melissa Yang) (re-published in NY Litigator).

“Rule 68 Offers of Judgment and Mootness, Especially for Collective or Class Actions,” Federal Procedure Committee, NYSBA Commercial and Federal Litigation Section, May 6, 2015 with addendum (group authorship; M. Rakower co-chair of Federal Procedure Committee)

“Statutory Indemnification of Officers and Directors: Foresight is Power,” New York Law Journal, October 26, 2015 (co-authored with Melissa Yang) (re-published in NY Litigator)

“Report on Proposed Amendments to Federal Rules of Civil Procedure 1, 4, 16, 26, 30, 31, 33, 34, 36, 37, 84 and Appendix of Forms,” Federal Procedure Committee, NYSBA Commercial and Federal Litigation Section, October 1, 2013 (group authorship; M. Rakower co-chair of Federal Procedure Committee)

“Report on District Court Review of Magistrate Judge’s Reports and Recommendations: Should Arguments Not Previously Made to the Magistrate Judge Be Considered,” Federal Procedure Committee, NYSBA Commercial and Federal Litigation Section, July 9, 2013 (group authorship; M. Rakower co-chair of Federal Procedure Committee)

“Rule 5 of the Federal Rules of Civil Procedure Should Be Revised to Allow for Electronic Service of Papers Without Prior Consent,” Federal Procedure Committee, NYSBA Commercial and Federal Litigation Section, December 12, 2012 (group authorship; M. Rakower co-chair of Federal Procedure Committee)

“Whether The Heightened Pleading Requirements of Twombly and Iqbal Apply to Pleading Affirmative Defenses,” Federal Procedure Committee, NYSBA Commercial and Federal Litigation Section, March 21, 2012 (group authorship; M. Rakower co-chair of Federal Procedure Committee)

“Report on Proposed Amendments to Federal Rule of Civil Procedure 45,” Federal Procedure Committee, NYSBA Commercial and Federal Litigation Section, January 10, 2012 (group authorship; M. Rakower co-chair of Federal Procedure Committee)

“The Supreme Court’s Proximate Cause Analysis Under RICO: A Distinction Between Direct and Foreseeable Harm,” NY Litigator, Summer 2011 (re-published in Civil RICO Report)

“RICO Damages After Set-Off: Treble vs. Double Recoveries,” New York Law Journal, March 10, 2008 (re-published in Civil RICO Report and NY Litigator).

“The Khmer Rouge: An Analysis of One of the World’s Most Brutal Regimes,” as published in To Oppose Any Foe: The Legacy of U.S. Intervention in Vietnam (R. Fisher, J. Moore & R. Turner eds., 2006)

Expert in these Jurisdictions

United States District Court for the Southern District of New York

United States District Court for the Eastern District of New York

United States Court of Appeals for the Second Circuit

Commercial Division, New York State Supreme Court

Appellate Division, New York State Supreme Court

Education

Awards