Howard Berkower

Howard Berkower

McCarter & English, LLP

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Latest Publications


What Investment Advisers Need to Know About Using Proxy Advisers

On June 30, 2014, the SEC issued long-awaited guidance on an investment adviser’s use of third-party proxy advisory firms such as ISS and Glass Lewis. Due to a number of regulatory developments over the past ten years,...more

7/28/2014 - Disclosure Requirements Duty of Care Final Guidance Investment Adviser Proxy Advisors Publicly-Traded Companies SEC Shareholders Stress Tests

What Private Equity Fund Managers Need to Know About SEC Examinations

Prior to the passage of the Dodd-Frank Act, a private equity manager was exempt from federal regulation under the Investment Advisers Act of 1940 (the “Advisers Act”) so long as it managed fewer than 15 private equity funds....more

6/27/2014 - Compliance Dodd-Frank Enforcement Actions Investment Advisers Act of 1940 Private Equity Private Equity Funds SEC

Deciding Whether to Sell the Company? Here Are Some Considerations for Boards of Directors

A heads up to directors considering whether to sell the company: recent Delaware court decisions have demonstrated the potential perils of passively following the advice of financial advisers, particularly where the adviser...more

5/1/2014 - Board of Directors Corporate Governance

Amendments to Delaware General Corporation Law Allow Delaware Corporations to Ratify Defective Corporate Acts

Effective April 1, 2014, the Delaware General Corporation Law (“DGCL”) has been amended to include new Sections 204 and 205 that will provide Delaware corporations with an avenue to cure certain defective corporate acts,...more

4/7/2014 - Corporate Governance Defective Corporate Acts Stocks

Business Brokers Get “No-Action” Relief from SEC

Business intermediaries who facilitate the purchase or sale of privately-held businesses for a success fee based on the size of the completed acquisition may no longer have to be concerned about registering as broker-dealers...more

3/10/2014 - Broker-Dealer Brokers Compliance No-Action Relief Privately Held Corporations SEC

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