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Manny Rivera

Senior Counsel

Manny Rivera

New York

T:+1 212 318 3296

Manny Rivera concentrates his practice on representing corporate issuers and investors in domestic and cross-border equity and debt securities transactions and acting for buyers and sellers in complex mergers and acquisitions.  In addition, he regularly advises US public companies, Canadian MJDS issuers and other foreign private issuers concerning securities law compliance issues and corporate governance best practices.

  • Securities transactions. Manny has substantial experience advising US and non-US issuers in public offerings and private placements of equity, debt and convertible securities. He has represented issuers in IPOs, PIPEs, registered directs, at-the-market equity offering programs, standby equity distribution agreements, Rule 144A offerings, private placements under Regulation D, international offerings under Regulation S, tender offers, exchange offers, rights offerings, spin-offs and other securities transactions. In addition, he has assisted non-US companies in establishing and maintaining American Depositary Shares (ADS) programs in the United States.
  • Mergers and acquisitions. Manny represents public and private companies in evaluating, negotiating and closing complex domestic and cross-border mergers, acquisitions and dispositions and in establishing or restructuring joint ventures.  In recent years, his M&A experience has primarily involved companies in apparel/ retail, technology and energy businesses, and has included cross-border transactions involving buyers and sellers in Europe, Latin America and Asia.
  • Public company securities law compliance and corporate governance. Manny has guided several dozen US public companies, Canadian MJDS issuers and other foreign private issuers in complying with federal securities law periodic reporting requirements and new regulations including the JOBS Act, the Dodd-Frank Act and the Sarbanes-Oxley Act. He advises major shareholders and corporate insiders in resales of restricted securities, estate planning transactions involving public company stock and compliance with insider reporting obligations under the Exchange Act. In addition, Manny counsels public companies regarding New York Stock Exchange and NASDAQ Stock Market listing and corporate governance standards, over-the-counter (OTC) market rules and Institutional Shareholder Services (ISS) and institutional investor proxy voting policies. His experience in this area includes director training and advice concerning Rule 10b5-1 plans, board committee charters, codes of ethics, insider trading policies and other corporate governance policies.
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  • Education

    1996 - J.D., Harvard Law School
    1993 - M.B.A., Baruch College of The City University of New York
    1989 - B.A., cum laude with distinction, Yale University

    In law school, Manny was an articles and submissions editor of the Harvard International Law Journal.

    He was admitted to practice law in New York and the District of Columbia in 1997.

  • Representative experience

    Domestic capital markets transactions and securities law compliance.

    • Ongoing periodic reporting and securities law compliance advice to several U.S. public companies in consumer markets, energy and technology businesses
    • Represented a NASDAQ-listed diversified apparel manufacturer, designer and retailer in public offerings and private placements of its common stock totaling over $260 million
    • Advised a Greater New York City high-growth food retailer in its $178 million JOBS Act IPO and NASDAQ Global Market listing
    • Counsel to a cloud-based clinical research solutions provider in a $287.5 million Rule 144A offering of convertible senior notes
    • Represented a hospital properties real estate investment trust in establishing and maintaining a $50 million at-the-market equity offering program
    • Advised a nationwide owner/operator of hospital and healthcare facilities in public and Rule 144A offerings of in excess of $1 billion aggregate principal amount of convertible notes and senior notes
    • Counsel to a petroleum refining and convenience store retailer in its $184 million IPO and listing on the New York Stock Exchange
    • Represented a NASDAQ-listed aviation holding company in public offerings of over $300 million of common stock
    • Advised an emerging markets investment fund in a $30 million debt and equity investment in an OTCQB-traded oilfield services and technology company
    • Counsel to a middle-market underwriter in a $49 million follow-on public offering of common stock of a NASDAQ-listed women's apparel specialty retailer

    Cross-border capital markets transactions and securities law compliance.

    • Ongoing periodic reporting and securities law compliance advice to several foreign private issuers with operations in Canada, the Middle East and Africa
    • Advised a Canada-based diamond exploration and development company in a Rule 144A offering of subscription receipts to US investors
    • U.S. securities counsel to a Canada-based oil and gas company in connection with a Canadian plan of arrangement
    • Advised a UK-based gold mining and exploration company with activities focused on West and Central Africa in its US initial public offering, NASDAQ Global Market listing and establishing an American Depositary Shares (ADS) facility, and subsequent international share offerings totaling more than $640 million
    • US securities counsel to a diversified Swedish technology group in an approximately $150 million cross-border cash tender offer for the Oslo Bors-listed shares of a positioning technology company
    • Represented a NASDAQ-listed Israeli voice and data network equipment company in a $32 million public offering of ordinary shares, and a $125 million Rule 144A offering of senior convertible notes
    • U.S. securities counsel to an Australia/UK-based gold production company with operations in West Africa in an approximately $35 million cross-border exchange offer and vendor placement for the shares of an Australian Stock Exchange-listed gold production and development company
    • Advised a NASDAQ-listed Israeli telecommunication transport equipment company in a registered direct public offering of approximately $8 million of ordinary shares and warrants
    • U.S. counsel to a Mexican retailer in establishing and completing several offerings under its euro-commercial paper program

    Mergers and acquisitions.

    • Advised a NASDAQ-listed optics and metrology products company in its approximately $380 million sale by public merger to a global manufacturer of electronic instruments and electromechanical devices
    • Represented a NASDAQ-listed diversified apparel manufacturer, designer and retailer in its acquisition of several apparel companies, retail brands and chains of retail stores and the sale of a Chinese joint venture interest
    • U.S. counsel to an Israel-based electronic payment systems company in its approximately $800 million public merger with a U.S. payment systems company, including a U.S. registered exchange offer for the cash/stock merger consideration
    • Represented a Texas natural gas and electric utility in the auction purchase of a natural gas plant from an energy-focused investment fund
    • Counsel to a NASDAQ-listed biotechnology company in its approximately $500 million purchase of a NASDAQ-listed drug development and testing company by cash tender offer
  • Admissions
    • District of Columbia Bar
    • New York State Bar
  • Rankings and recognitions
    • Life Fellow, American Bar Foundation
  • Publications
    • Lexis Practice Advisor, Contributing Author, Securities & Capital Markets
    • "Best Practices For Drafting Insider Trading Policies," Law360, July 1, 2015
    • "Staying Ahead of the Curve in Complying with Current and Anticipated Securities Regulations," in Inside the Minds: SEC Compliance Best Practices, 2013 ed., Aspatore Books/Thomson Reuters, 2013
  • Memberships and activities
    • American Bar Association, Committee on Federal Regulation of Securities
    • New York State Bar Association, Securities Regulation Committee
    • Puerto Rican Bar Association of New York
    • Society for Corporate Governance
  • Languages
    • Spanish