Sullivan
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Biography

  • Advise clients on business and legal risks associated with abortion coverage following the U.S. Supreme Court’s decision in Dobbs. Structure medical travel benefit arrangements to comply with the Affordable Care Act, HIPAA, COBRA, Mental Health Parity and health savings account requirements, while minimizing legal, business and human resource risks associated with arrangements.
  • Design phantom carried interest compensation program for employees of private equity fund manager and advise on U.S. tax compliance with Internal Revenue Code Section 409A.
  • Design phantom token award arrangement for global blockchain research and engineering company, designed to coordinate with newly formed token fund. Work involved collaborating with fund manager to meet securities law requirements in multiple countries while maximizing U.S. tax benefits. 
  • Provide structuring advice to partnership involving application of Self-Employment Tax (SECA) and Net Investment Income tax.
  • Advice concerning controlled group and benefits analysis for family office/business interests, including advice on and assistance with restructuring benefit arrangements.
  • Implement corrective filings with the Internal Revenue Service in order to avoid loss of tax qualified status for several retirement plan clients. Issues include form and operational issues including problems with compensation definitions, controlled group affiliation issues, non-discrimination testing issues and various Internal Revenue Code Section 401(k) and 403(b) operational issues. Submissions often reflect creative approaches to dealing with issues outside standard correction forms set forth by the Internal Revenue Service.
  • Provide ongoing support of use of venture capital operating companies (“VCOCs”) and real estate operating companies (“REOCs”) in order to avoid the application of ERISA to real estate related investment activities. Most recent project involves analysis concerning staggered liquidation of approximately $339m (cost) worth of investments over a period of years while avoiding the loss of VCOC status.
  • Advice relating to IRA, 403(b) and Keogh retirement plan products offered by financial advisory firm including operational aspects (required minimum distributions, beneficiary designation issues, application of Uniform Probate Code), document updates, assistance with disputes relating to beneficiary status and tax reporting issues.
  • Assistance with 403(b) plan document updates, operational support, analysis of potential applicability of ERISA and assistance with plan design issues. Recent projects include (1) termination of 401(k) plan and rollout of 403(b) plan; (2) analysis of Internal Revenue Code Section 457(b) plan vs. Social Security retirement benefits for certain non-teaching staff employees of a charter school who are not otherwise eligible for state teachers defined benefit plan; and (3) preparation of Internal Revenue Code Section 457(b) and 457(f) plan documents.
  • Benefits and executive compensation diligence in connection with take-private transaction of a public company. Extensive work in connection with benefits and payroll integration.
  • Represented DarioHealth in negotiating a strategic partnership with Amwell (NYSE: AMWL) to deliver its cardiometabolic solution to Amwell customers.
  • Advised one of the world's pre-eminent blockchain infrastructure research and engineering companies on structuring incentive arrangement for employees to track the performance of various blockchain business lines, as part of a restructuring aimed at monetizing tokens.

Matters

  • Advise clients on business and legal risks associated with abortion coverage following the U.S. Supreme Court’s decision in Dobbs. Structure medical travel benefit arrangements to comply with the Affordable Care Act, HIPAA, COBRA, Mental Health Parity and health savings account requirements, while minimizing legal, business and human resource risks associated with arrangements.
  • Design phantom carried interest compensation program for employees of private equity fund manager and advise on U.S. tax compliance with Internal Revenue Code Section 409A.
  • Design phantom token award arrangement for global blockchain research and engineering company, designed to coordinate with newly formed token fund. Work involved collaborating with fund manager to meet securities law requirements in multiple countries while maximizing U.S. tax benefits. 
  • Provide structuring advice to partnership involving application of Self-Employment Tax (SECA) and Net Investment Income tax.
  • Advice concerning controlled group and benefits analysis for family office/business interests, including advice on and assistance with restructuring benefit arrangements.
  • Implement corrective filings with the Internal Revenue Service in order to avoid loss of tax qualified status for several retirement plan clients. Issues include form and operational issues including problems with compensation definitions, controlled group affiliation issues, non-discrimination testing issues and various Internal Revenue Code Section 401(k) and 403(b) operational issues. Submissions often reflect creative approaches to dealing with issues outside standard correction forms set forth by the Internal Revenue Service.
  • Provide ongoing support of use of venture capital operating companies (“VCOCs”) and real estate operating companies (“REOCs”) in order to avoid the application of ERISA to real estate related investment activities. Most recent project involves analysis concerning staggered liquidation of approximately $339m (cost) worth of investments over a period of years while avoiding the loss of VCOC status.
  • Advice relating to IRA, 403(b) and Keogh retirement plan products offered by financial advisory firm including operational aspects (required minimum distributions, beneficiary designation issues, application of Uniform Probate Code), document updates, assistance with disputes relating to beneficiary status and tax reporting issues.
  • Assistance with 403(b) plan document updates, operational support, analysis of potential applicability of ERISA and assistance with plan design issues. Recent projects include (1) termination of 401(k) plan and rollout of 403(b) plan; (2) analysis of Internal Revenue Code Section 457(b) plan vs. Social Security retirement benefits for certain non-teaching staff employees of a charter school who are not otherwise eligible for state teachers defined benefit plan; and (3) preparation of Internal Revenue Code Section 457(b) and 457(f) plan documents.
  • Benefits and executive compensation diligence in connection with take-private transaction of a public company. Extensive work in connection with benefits and payroll integration.
  • Represented DarioHealth in negotiating a strategic partnership with Amwell (NYSE: AMWL) to deliver its cardiometabolic solution to Amwell customers.
  • Advised one of the world's pre-eminent blockchain infrastructure research and engineering companies on structuring incentive arrangement for employees to track the performance of various blockchain business lines, as part of a restructuring aimed at monetizing tokens.

Matters

Wonder Media Network (WMN) Acquired by the World's Largest Independent Podcast Company

Sullivan represented Wonder Media Network (WMN), a female-founded, audio-first creative studio based in New York City, in its sale to Acast, the world’s largest independent podcast company. "WMN’s mission is so tightly aligned with that of Acast - bringing important and changemaking stories to the world," said WMN CEO Jenny Kaplan. "Together, we will allow both creators and advertisers to reach new audiences, build successful businesses, and shape the future of audio."

Lewis N. Segall, Joel R. Carpenter, Amy E. Sheridan, Erika L. Todd, Johanna Colpritt and Nathan Kosik-Desmond

Environmental Technology Company Acquires a Leading Industrial Air Filtration Company

The environmental technology company, Nederman Holding AB, represented by Sullivan, recently acquired a leading industrial air filtration company RoboVent, significantly strengthening its North American position by becoming the number one player within the U.S. weld fume extraction segment. Sullivan has provided acquisition advice to Nederman since 2017. Sullivan’s Environment & Natural Resources group handled preparation of environmental provisions of the purchase agreement and disclosure schedules and advised as to regulatory compliance at the target company.

Michael J. Student, Avinash R. Rao, Amy E. Sheridan, Erika L. Todd, Douglas S. Stransky and Ida J. Vanto

Matters

Matters