E. Carolan Berkley

Carolan Berkley


Carolan Berkley represents open-end and closed-end investment companies and registered investment advisers, providing regulatory, compliance, financing and business advice. She also represents business corporations and alternative business entities in reorganizations, negotiation of commercial loans and providing legal opinions as Pennsylvania counsel. As a member of the Pennsylvania Bar Association Business Law Section Title 15 Committee and an observer to the Uniform Law Commission Series of Unincorporated Business Entities drafting committee, Carolan is in a unique position to provide advice regarding Pennsylvania business entities.

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Representative Matters

  • handled the first phase of product rationalization resulting from a large mutual fund complex’s acquisition of more than 120 funds after the complex received shareholder approval and completed the mergers of more than 60 open-end mutual funds
  • worked with a large mutual fund complex on structuring issues for proposed closed-end fund products to invest in real estate and real estate securities in one case, and to invest in securities issued by Chinese companies and traded on exchanges within the People’s Republic of China in another
  • drafted a response to the SEC's concept release on funds' usage of derivatives
  • represented a large mutual fund complex with a significant project involving the redomestication of its closed-end funds to Delaware Statutory trusts, followed by mergers involving the closed-end funds and certain open-end funds
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Bar Admissions
  • Pennsylvania
  • J.D., magna cum laude, Temple University Beasley School of Law
  • B.S., cum laude, Tufts University

  • Advisory Committee, Commonwealth of Pennsylvania Department of State Corporation Bureau
  • American Bar Association. Former Chair, Business Law Section Legal Opinions Committee
  • American Law Institute
  • Chair, Pennsylvania Bar Association, Business Law Section Legal Opinions Committee; Member Title  15 Drafting Committee
  • Charter Member, American College of Commercial Finance Lawyers and College observer to the Uniform Law Commission Series of Unincorporated Business Entities drafting committee
  • Fellow, American Bar Foundation
  • Permanent Editorial Board for the Uniform Commercial Code

Speaking Engagements

  • Presenter, “Secured Lending to Series of LLCs: Beware What You Do Not (and Cannot) Know,” Annual Meeting of the American Bar Association Business Law Section
  • Presenter, “Preparing for the New Article 9” Pennsylvania Law Institute’s 18th Annual Business Law Institute
  • Presenter “Survey of Law Firm Opinion Practices,” Fall Meeting of the American Bar Association Business Law Section
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  • W. Edward Sell Business Lawyer Award, Pennsylvania Bar Association
  • Chambers USA: America’s Leading Lawyers for Business, listed for nationwide investment funds: registered funds
  • The Best Lawyers in America
  • Martindale-Hubbell, AV Preeminent rating
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In The Community

Carolan is a member of the Cosmopolitan Club of Philadelphia’s Exhibition Committee and the Forum of Executive Women. She also serves on the board of directors for the Working Group on Legal Opinions Foundation.
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