Howard E. Berkenblit
Howard E. Berkenblit is a partner and leader of the firm’s Securities & Corporate Governance Group. He specializes in counseling both public and private companies involved in equity and debt financings and ongoing corporate governance and disclosure matters, stock exchange listing standards and Sarbanes-Oxley Act and Dodd-Frank Act compliance. He also advises Israeli and other international companies that seek to have their securities traded in the United States, as well as real estate investment trusts that engage in securities offerings and governance initiatives. In addition, Mr. Berkenblit works with clients on mergers and acquisitions, capital raising and general corporate matters. He has written articles and spoken on many topics including Sarbanes-Oxley, Dodd-Frank and a range of securities law issues impacting U.S. and foreign companies.
Representative Client Work
- $300 million public preferred equity offering in the hotel REIT industry
- $400 million public senior note offering in the office REIT industry
- $400 million public common equity offering in the senior living facility REIT industry
- $2 million convertible note PIPE by Israeli software company
- Representation of a foreign software company in the acquisition and going private transaction involving a public U.S. software company
- $150 million 144A offering and A/B exchange in the information storage and protection industry
- Served as Senior Corporate Counsel for Stream International, Inc., a provider of CRM and technical support services
- Design of governance charters, policies and procedures for senior living services company
- Switch of Nasdaq listed financial services company to listing on NYSE
- $450 million national bank holding company merger in public stock for stock transaction
- $1.6 billion acquisition of an information storage and protection services company in public stock for stock transaction
- Initial public offering of a transportation company
Teaching & Speaking Engagements
- "Dodd-Frank Reform Act," New York Law Journal Breakfast Briefing (June 26, 2012)
- "Governance, Capital Raising and Disclosure Update: Dodd-Frank, the JOBS Act and More!," Financial Executives International (FEI) (May 16, 2012)
- "29th Annual New England Business & Securities Law Conference 2011," Massachusetts Continuing Legal Education, Inc. (MCLE) (October 2011)
- "Will My Company Be The Next Zipcar?," Financial Executives International (FEI) (May 2011)
- "The State of Data Security: Regulations and Disclosure Rules," Sullivan & Worcester LLP, Boston (April 2011)
- "28th Annual New England Business & Securities Law Conference 2010," Massachusetts Continuing Legal Education, Inc. (MCLE) (October 2010)
- Howard Berkenblit interviewed on Fresh Ground Podcast, discussing PR and Private Equity, Podcast (February 2010)
- "SOX for Private Companies: Keys to Managing Sarbanes-Oxley Compliance," Progressive Business Audio Conferences (January 2010)
- "27th Annual Business & Securities Law Conference 2009," Massachusetts Continuing Legal Education, Inc. (MCLE) (October 2009)
- "Corporate Governance and the Audit Committee – the Role of the CFO," Financial Executives International (FEI) (November 2008)
- "Smaller Reporting Companies," MCLE Business and Securities Law Conference (October 2008)
- "What are the Best Practices to Prepare for your Audit Committee Meeting?," Financial Executives International (FEI) (March 2008)
- "SEC Offering Reform - New Avenues for Fundraising," The Chinese Finance Association (TCFA) (February 2008)
- "Recent Initiatives and Developments by the SEC Division of Corporation Finance," Boston Bar Association (April 2007)
- "The Sarbanes-Oxley Act: Update on Boards and Committees," Lorman Education Services (April 2007)
- "Ethics and Corporate Governance – Tips and Strategies," Financial Executives International (FEI) (January 2007)
- "E-Proxy – What Companies Need to Worry About (and not worry about)," MCLE Business and Securities Law Conference (October 2007)
- "The Rest of the Story…2005-06 SEC and SRO Developments," MCLE Business and Securities Law Conference 2006 (October 2006)
- "The Sarbanes-Oxley Act: Evolving Best Practices," Lorman Education Services (April, August and September 2006)
- "Mastering your External Marketing Strategies," New Partner Forum, American Conference Institute (ACI) (June 2006)
- "The Impact of Sarbanes-Oxley on Private Companies," Boston CEO Club (December 2005)
- "Adapting to SOX: Governance and Compliance in Private Companies," Financial Executives International Private Company Forum (October 2005)
- "Sarbanes-Oxley Act," Lorman Education Services (August and September 2005)
- "Leveraging IT Standards for Regulatory Compliance Requirements," Object Management Group (June 2005)
- "Managing Risk: Current Legal, Accounting and Disclosure Issues Impacting Israeli Companies in the US," The Wall Street Transcript (moderator) (June 2005)
- "The Impact of Sarbanes-Oxley on Private Companies," Route 128 Practitioners Forum (June 2005)
- "Representing Issuers and Purchasers of Private Company Securities," MCLE (January 2005)
- "Investing in Israel (Legal, Accounting & Financial Issues Impacting Investing in Israel)," The Wall Street Transcript (June 2004)
- "Corporate Governance Update: Governing in the Shadow of Scandal," Boston Bar Association (April 2004)
- "The Sarbanes-Oxley Act of 2002: Its Impact on Clients of Commercial Records Centers," PRISM International (March 2003)
Publications
- What Companies Should Expect from the SEC in the New Year, ACC-Northeast Week in Brief, SmartBrief, CFO.com and Securities Mosaic Daily News (January 2012)
- A Reason to Revisit Your Cybersecurity Risk, CFO.com (November 3, 2011)
- Corp Fin Issues Cybersecurity Risk Disclosure Guidance, TheCorporateCounsel.net Blog (October 17, 2011)
- Working with Investor Relations, Corporate Secretary September 2011
- Dodd-Frank: Paper Tiger or Agent of Reform?, Boston Business Journal (August 5, 2011)
- SEC's Whistleblower Program Finalized, Business Law Today (July 15, 2011)
- Senators Ask SEC for Guidance on Information Security Risk Disclosure, TheCorporateCounsel.net (June 9, 2011)
- US regulators scramble to warn on Chinese stocks, Reuters (June 9, 2011)
- A Shelf Registration Statement is an Excellent Tool, Globes (May 10, 2011)
- CEO Pay Votes Intensify Debate Over Proxy Advisers, Reuters (April 13, 2011)
- What Needs to be Disclosed About Data Privacy and Security in SEC Filings?, Insights, The Corporate & Securities Law Advisor (March 2011)
- Small Talk, The Wall Street Journal (February 14, 2011)
- What Needs to be Disclosed About Data Privacy and Security in SEC Filings?, The Mentor Blog, TheCorporateCounsel.net (February 14, 2011)
- What Needs to be Disclosed About Data Privacy and Security in SEC Filings?, VCExperts (February 2011)
- Implementing Governance Reform, Corporate Secretary (September 22, 2010)
- Handling Climate Change Disclosure, Compliance Reporter (March 8, 2010)
- The Greening of Materiality, CFO Magazine (March 1, 2010)
- SEC Passes Enhanced Proxy Disclosures, The Review of Securities & Commodities Regulation (February 17, 2010)
- Stalling on Sarbox, CFO.com (December 17, 2009)
- Small Businesses Can Comply With SEC Internal Control Rules Before It's Too Late, Mass High Tech (December 8, 2009)
- Sarbox R.I.P.?, CFO Magazine (December 1, 2009)
- Executive Pay Under Scrutiny: Will the Backlash Stick?, Boston Business Journal (July 24, 2009)
- SEC Mandates XBRL; Filings to Start by July 2009, Compliance Week (February 2009)
- It's Back to Basics for Junior Business Lawyers, American Bar Association, The Young Lawyer (January 2009)
- SEC Mandates XBRL Filings by July 2009, Compliance Week (December 23, 2008)
- New Year's Resolution: Tag Your Financials, CFO.com (December 17, 2008)
- SEC Amends Reporting Requirements for Foreign Private Issuers, ACC Israel Chapter Newsletter (December 1, 2008)
- New Audit Rules Compel Audit Committee Charter Changes, Compliance Week (November 10, 2008)
- SEC Encourages Increased Use of Public Companies' Websites, The Marker (September 2008)
- Companies may be slow to warm to Web-only disclosure, say lawyers., Corporate Finance (August 4, 2008)
- 2nd UPDATE: SEC OKs Guidance On Use Of Corporate Web Sites, Dow Jones Newswires (July 30, 2008)
- SEC: cos. may put investor info exclusively on Web, Business Week (July 30, 2008)
- Nothing to fear in XBRL, Corporate Secretary (June 2008)
- Proxy.com: SEC enables online investor notification, Boston Business Journal (quoted) (March 30, 2008)
- Another Break for FPIs; Nasdaq Rules, Compliance Week (quoted) (January 23, 2008)
- Smoothing the path, Corporate Secretary (October 2007)
- Changes To Pay Disclosure Rules May Be Imminent, Securities Law360 (June 7, 2007)
- New Sec. 16 Guidance; SEC Ponders Global Markets, Compliance Week (June 5, 2007)
- Companies Tweak Director Communications Processes, Compliance Week (quoted) (May 24, 2005)
- A Conversation on Guidance with... Howard E. Berkenblit, The SMA Counselor (January 14, 2004)
- Private Companies Cannot Ignore Sarbanes-Oxley, Mass. High Tech (April 28, 2003)
- The Sarbanes-Oxley Act's Regulation of the "Gatekeepers", Journal of Taxation of Financial Institutions (March 27, 2003)
Professional & Civic Activities
- American and Massachusetts Bar Associations
- Co-Chair, BBA Securities Law Committee, Boston Bar Association, 2006-2008
- Director, Massachusetts Council on Economic Education
News
- October 19, 2010
Sullivan & Worcester Attorneys Selected as Rising Stars
New England Super Lawyers Magazine - October 27, 2008
Sullivan & Worcester Attorneys Selected as Rising Stars
New England Super Lawyers & Rising Stars Magazine - April 2007
Sullivan & Worcester Attorneys Selected as Rising Stars
Boston Magazine - May 2006
Sullivan & Worcester Attorneys Chosen as Rising Stars
Boston Magazine - February 15, 2005
Sullivan & Worcester Names Partners in Corporate and Real Estate Departments
Press Release
Seminars & Speaking Engagements
- June 26, 2012 (9:00 a.m. - 10:30 a.m.)
Dodd-Frank Reform Act - May 16, 2012 (3:30 p.m. - 5:30 p.m.)
Governance, Capital Raising and Disclosure Update: Dodd-Frank, the JOBS Act and More! - October 19, 2011 (12:30 p.m. - 5:30 p.m.)
29th Annual New England Business and Securities Law Conference 2011 - May 18, 2011 (3:00 - 6:00 p.m.)
Annual IPO Seminar: "Will My Company Be The Next Zipcar?" - April 13, 2011 (8:00 - 11:00 AM)
The State of Data Security: Regulations and Disclosure Rules - October 20, 2010 (1:00 - 6:00 PM)
28th Annual New England Business & Securities Law Conference
Client Advisories
- Will Foreign Private Issuers be Subject to a Stricter Disclosure Regime?
- JOBS Act: Reducing Regulatory Burdens on Companies Going Public and Expanding Private Capital Raising Opportunities
- Companies Raising Capital Now Have a Smaller Pool of Investors to Choose From
- SEC Clarifies Requirements for Cybersecurity Disclosure by Public Companies
- Court Shoots Down SEC Rule that Would Have Provided Shareholders with the Right to Include Director Nominees in Company Proxy Materials
- SEC's Whistleblower Program Finalized
- SEC Adopts Rule to Give Shareholders a "Say on Pay"
- What Needs to be Disclosed About Data Privacy and Security in SEC Filings?
- SEC Reminds Issuers of Disclosure Obligations Regarding Liquidity and Funding Risks
- New SEC Rules Provide Shareholders with the Right to Include Director Nominees in Company Proxy Materials
- The Dodd-Frank Act – What Public Companies Should Be Doing Now
- Standard & Poor’s Clarifies ERM Analyses for Nonfinancial Companies
- SEC Emphasizes Obligation of Public Companies to Assess and Disclose Climate Change-Related Business Impacts
- SEC Mandates Increased Disclosures Regarding Executive Compensation, Risk, Director Qualifications and Corporate Governance
- Elimination of Broker Discretionary Voting in Director Elections
- Imperatives for Climate Change-Related Disclosures in SEC Filings Continue to Mount
- Standard & Poor's to Focus on ERM in Ratings Analyses
- SEC Adopts Rules Requiring Financial Reporting in Interactive "XBRL" Format
Practices
Bar & Court Admissions
- Massachusetts, 1995
- U.S. District Court, District of Massachusetts
Education
- J.D., summa cum laude, 1995, Boston College Law School
- B.A., cum laude, University of Pennsylvania, 1992
Awards & Honors
- Legal 500 U.S. (2008)
- "Rising Star," Massachusetts Super Lawyers (2006-2008, 2010)
- Madison Who's Who of Executives and Professionals (2006)
