Howard E. Berkenblit

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

Bar & Court Admissions

• Massachusetts, 1995
• U.S. District Court, District of Massachusetts

Publications

• Advice for New SEC Chair: Keep It Simple, CFO.com (December 13, 2012)
• The Gamble of the JOBS Act, The Boston Globe (May 21, 2012)
• 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, Quoted (November 3, 2011)
• Corp Fin Issues Cybersecurity Risk Disclosure Guidance, TheCorporateCounsel.net Blog (October 17, 2011)
• Working with Investor Relations, Corporate Secretary, Quoted 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, Quoted (June 9, 2011)
• CEO Pay Votes Intensify Debate Over Proxy Advisers, Reuters, Quoted (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, Quoted (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, Quoted (March 1, 2010)
• SEC Passes Enhanced Proxy Disclosures, The Review of Securities & Commodities Regulation (February 17, 2010)
• Stalling on Sarbox, CFO.com, Quoted (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, Quoted (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, Quoted (February 2009)
• It's Back to Basics for Junior Business Lawyers, American Bar Association, The Young Lawyer (January 2009)

Client Advisories

• SEC Permits Use of Social Media in Regulation FD Compliance
• New Rules for Compensation Committees – Independence and Conflicts of Interest with Consultants
• Standard & Poor’s Brings “Enhanced Transparency” to Management and Governance Credit Factors Methodology
• SEC Proposes Rules Lifting Ban on General Solicitation and Advertising in Offerings under Rules 506 and 144A
• SEC Adopts Rules on Conflict Minerals Disclosure – How Public Companies May be Impacted
• JOBS Act Implementation Schedule
• "Private" Capital-Raising Under the JOBS Act
• Compensation Committees and Consultants Subject to New Rules Regarding Independence and Conflicts of Interest
• 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
• SEC Encourages Increased Use of Websites by Public Companies

Teaching & Speaking Engagements

• "PR and the Complex Investor Relations Path," 2012-2013 Masters' Institute Series: Part 1 (October 19, 2012)
• "Recent Developments for Companies in the IPO Pipeline," Massachusetts Continuing Legal Education, Inc. (MCLE) (October 18, 2012)
• "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)

Awards & Honors

• Legal 500 U.S. (2008)
• "Rising Star," Massachusetts Super Lawyers (2006-2008, 2010)
• Madison Who's Who of Executives and Professionals (2006)

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

Education

• J.D., summa cum laude, 1995, Boston College Law School
• B.A., cum laude, University of Pennsylvania, 1992