Sullivan
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The lawyers in our nationally recognized and ranked Corporate Governance & Board Advisory Group regularly advise boards of directors, including independent directors, board committees, and the executive leadership of for-profit and non-profit entities on all aspects of corporate governance and compliance, including board structure and quality decision-making, crisis and conflict management, regulatory oversight and compliance, government and internal investigations, and stakeholder and shareholder engagement issues.

Our broad and deep experience includes representation of public companies, private companies, non-profits and foundations, financial services firms, mutual funds, closed-end funds (including business development companies), real estate investment trusts and others. Our clients call upon our highly skilled and experienced team with their most sensitive matters and know that they can be assured of the utmost discretion. These engagements include on-going board advice and counseling; counseling on risk management, disclosure issues, and other compliance matters; guiding clients through complex and high risk decision-making; conflicts of interest and affiliated entity concerns, fact finding concerning potential violations of laws or regulations; addressing real or perceived conflicts of interests; responding to shareholder demands; and managing client responses to investigations and enforcement actions by governmental authorities and related private litigation. We regularly serve as the interface between our board clients and third-party advisers who also provide input on such matters.

We also routinely advise on the following matters:

  • On-going business matters and decision-making procedures
  • Duties of the independent board chair and directors
  • Board and committee structure, composition, and charters
  • Director compensation
  • Senior executive and director succession planning
  • Board and board committee self-assessment processes
  • Special board committee investigations and reports
  • Government and internal investigations
  • Enterprise risk assessments and risk management
  • Conflict of interest and related party transactions
  • Development and implementation of policies and procedures
  • Tone at the top issues and concerns
  • Director election and other proxy contests
  • Creation and maintenance of adequate and appropriate documentation
  • Benchmarking of board practices
  • Shareholder communications

We counsel clients to avoid pitfalls and strategically resolve issues that arise with practical, straight-forward advice and support.

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Sullivan & Worcester Submits Supplemental Comment Letter to SEC on Nasdaq’s Proposed Market Value Listing Requirement
On July 10, 2026, Sullivan & Worcester submitted a comment letter to the U.S. Securities and Exchange Commission (SEC) regarding Nasdaq's proposal to adopt a new continued-listing requirement based on a company's Market Value of Listed Securities (MVLS), urging the SEC to reject or substantially revise the proposal. Following the firm's prior submissions, this comment letter argues that Nasdaq’s proposed $5 million MVLS continued-listing requirement remains fundamentally flawed, even after Nasdaq introduced a new amendment intended to address criticism. Sullivan & Worcester contends that the amendment does not provide meaningful protection for companies facing delisting and instead creates a process that is discretionary, difficult to use, and unlikely to help issuers recover. The letter also argues that Nasdaq has not adequately addressed concerns raised by opponents, including evidence that many companies falling below the proposed threshold later recovered. In addition, Sullivan claims the proposal unfairly disadvantages smaller public companies because the MVLS calculation excludes certain securities that represent real economic value, causing some issuers’ market capitalization to be understated.  Overall, the firm urges the SEC to reject the proposal or require significant revisions, including a meaningful cure period before delisting, changes to the MVLS calculation, and more practical standards for companies seeking to regain compliance. To stay informed on developments affecting small-cap and micro-cap market participants, visit Sullivan’s Small-Firm Task Force resource center, which provides ongoing insights, commentary and updates on the evolving regulatory landscape.
Sullivan & Worcester Submits Rebuttal Comment Letter to SEC on Nasdaq’s Proposed Market Value Listing Requirement
On June 3, 2026, Sullivan & Worcester submitted a rebuttal comment letter to the U.S. Securities and Exchange Commission (SEC) in response to comment letters supporting Nasdaq’s proposed continued listing requirement mandating that companies maintain a minimum Market Value of Listed Securities of $5 million. The letter was authored by partners David Danovitch, Angela Gomes, and Brendan O’Brien, and associate Phillip Carnevale. Building on the firm’s prior submissions, Sullivan argued that the comment letters that were in support of the Nasdaq proposal failed to provide empirical evidence linking the proposed $5 million threshold to fraud, manipulation or enhanced investor protection. Sullivan's letter also buttressed its earlier letters by highlighting additional market data demonstrating that many companies that temporarily fell below the proposed threshold subsequently recovered above a $5 million market capitalization threshold, resulting in the creation of significant shareholder value. For these reasons, Sullivan urged the SEC to disapprove the proposal. Through its interdisciplinary Small-Firm Task Force, Sullivan continues to advocate for practical, evidence-based regulatory approaches affecting small-cap, micro-cap and mid-market public companies and their investors.  To stay informed on developments affecting small-cap and micro-cap market participants, visit Sullivan’s Small-Firm Task Force resource center, which provides ongoing insights, commentary and updates on the evolving regulatory landscape.
Top Tier Firm, Legal 500 United States 2026
Sullivan & Worcester Ranked in the Legal 500 United States 2026 Edition
Boston, MA – Sullivan & Worcester announced that its practice groups and attorneys have been ranked and recommended in the Legal 500 United States 2026. The firm’s Real Estate practice was newly ranked Tier 1 in the “Real estate – mid-market ($0-500m)” category and the firm maintained rankings across a variety of practice areas. Partners Nicole Crum and John Steiner were newly ranked as Leading Partners and Ryan Rosenblatt as a Next Generation Partner. Peers and more than 300,000 corporate counsel were surveyed and interviewed globally in the past 12 months to assess law firms’ overall visibility and reputation, culminating in detailed rankings and editorial. The Legal 500 is an independent guide, and firms and individuals are recommended purely on merit. Sullivan's lawyers received the following rankings: Leading Partners: The Legal 500’s Guide to Outstanding Lawyers Nationwide Benjamin Armour - M&A: Middle-Market (Sub-$500m); M&A: middle-market ($0-250m) Ameek Ashok Ponda - Real Estate Investment Trusts (REITs)  Nicole Crum - Mutual/registered/exchange-traded funds Lewis Segall - M&A: Middle-Market (Sub-$500m); M&A: middle-market ($0-250m) John Steiner - Real estate – mid-market ($0-500m) Douglas Stransky - International Tax Joel Telpner - Fintech Next Generation Partners: The Legal 500’s Guide to Up-and-Coming Lawyers Nationwide Ryan Rosenblatt - General commercial disputes – mid-market ($250-500m) Sarah Wellings - Real Estate Investment Trusts (REITs) Practice Areas Ranked and Attorneys Recognized Corporate Governance “Our lead partner, Nicole Crum, who leads the investment industry practice, is exceptional. She demonstrates strong industry knowledge yet is very personable and anticipates what we need to know or what we should consider doing to handle any matter. The team roll up their sleeves and provide recommendations as to how we as a board should handle any matter. Strong service commitment and work ethic!” “The team we have at Sullivan & Worcester has served our company for years and knows the management team, staff as well as our board members. They are extremely responsive and proactive and anticipate what we should be aware of, concerned about, excited about, and how to handle oversight, processes and protocols to ensure we are carrying out our fiduciary duties. The partners are experts in this industry.” Leading Partner: Nicole Crum Recommended Lawyers: Howard Berkenblit, David Leahy Dispute Resolution/General Commercial Disputes “Diverse skillset. Client centric. Transparency. Urgency provided on all matters.” “I have worked with Gerry Silver for over 15 years and have found his pragmatic approach to complex matters refreshing. He understands our business, culture and market, and will give me his opinion in a digestible manner.” Next Generation Partner: Ryan Rosenblatt Recommended Lawyers: Gerry Silver, Patrick Dinardo, Laura Steinberg, Michael Sullivan, Amy Zuccarello, Erika Todd, Christopher Shields, Anna Lea McNerney Employee Benefits, Executive Compensation and Retirement Plans: Design “The level of expertise is top shelf. David Guadagnoli seems to know all of ERISA and IRS rulings.” “David Guadagnoli and Amy Sheridan both have superior knowledge in their respective areas. I value the ability to raise issues whether simple or complex. The firm takes the same diligent approach across all spectrums of complexity.” Recommended Lawyers: David Guadagnoli, Amy Sheridan Environment: Transactional Fintech “Sullivan & Worcester is one of the finest firms with which I have worked.” “The lawyers are excellent, and the firm consistently provides the highest quality of customer service.” Leading Partner: Joel Telpner Recommended Lawyers: Natalie Lederman, Benjamin Armour, Scott Kaufman, Harvey Bines, Christopher Curtis Land Use/Zoning Recommended Lawyers: Gregory Sampson, Ashley Brooks, Victor Baltera, Karen Kepler, Ashley Tan M&A: Corporate and Commercial: Venture Capital and Emerging Companies Recommended Lawyers: Scott Kaufman, Lewis Segall, Benjamin Armour, Michael Student M&A: Middle-Market ($0-250m) “The partner Lewis Segall has been working with our company for 15 years and we have a good working relationship with him. He knows our history and very attentive to our needs.” “Lewis Segall is very attentive to our needs. We very much value him.” Leading Partners: Benjamin Armour, Lewis Segall Recommended Lawyers: Natalie Lederman Mutual/Registered/Exchange-Traded Funds “Sullivan & Worcester's practice is defined by its deep expertise in investment funds and its ability to deliver clear, commercially grounded advice across the full fund lifecycle—from formation and structuring to regulatory compliance and complex transactions.” “The team is highly experienced, collaborative, and excel in efficient execution and clear communication.” Leading Partner: Nicole Crum Recommended Lawyers: David Leahy, David Mahaffey, Rachael Schwartz Real Estate Leading Partner: John Steiner Recommended Lawyers: Ashley Brooks, Karen Kepler, Gregory Sampson, Sharon Leifer, Louis Monti, Spencer Stone, Ashley Tan Real Estate Investment Trusts (REITs) “We have built multiple complex and sophisticated REIT platforms over the years and worked with many top-tier REIT specialists, but Sullivan’s REIT practice is by far the best, with Sarah Wellings.” Leading Partner: Ameek Ashok Ponda Next Generation Partner: Sarah Wellings Recommended Lawyers: Angela Gomes, Louis Monti, Shu Wei, Cameron Cosby International Tax “The international collaboration with S&W is exceptional.” “What really stands out is their willingness to engage, openness to different ideas and opinions, clearly expressed expectations, and clients' objectives.” Leading Partner: Douglas Stransky Recommended Lawyers: Lewis Greenwald, Eric Rietveld Tax > US Taxes: Contentious Recommended Lawyers: Richard Jones, David Nagle, Daniel Ryan, Caroline Kupiec Tax > US Taxes: Non-Contentious “Sarah Wellings is, quite simply, the best lawyer we have ever worked with. Her expertise extends far beyond tax and REIT matters, encompassing governance, financing, and complex commercial issues. Decades of experience and technical mastery make her an indispensable partner. Sarah is our central point of contact who makes everything seamless. Her in-house counsel background gives her a unique client perspective: she anticipates needs, solves problems before they arise, and delivers concise, well-structured updates that simplify even the most intricate issues. She coordinates effortlessly with all parties involved. Her judgment is exceptional. Sarah strikes the perfect balance between comprehensive academic rigor and practical, business-oriented advice. She combines technical REIT/tax excellence with commercial instincts, ensuring every recommendation is both legally sound and strategically smart. Her ability to translate complex law into clear, actionable guidance is unmatched. Sarah is incredibly responsive without ever sacrificing quality. She treats our matters as her own, demonstrating a rare ownership mindset and collaborative spirit. Her integrity is uncompromising, giving us absolute confidence in her counsel. In short, Sarah Wellings defines legal excellence: reliable, commercially minded, and client-focused. Working with her feels like being in the safest possible hands; she consistently exceeds expectations and orchestrates complex transactions with clarity and precision.” Recommended Lawyers: Ameek Ashok Ponda, Richard Jones, Douglas Stransky, Sarah Wellings About Sullivan Sullivan & Worcester (Sullivan) is a premier international law firm with lawyers in Boston, London, New York, Tel Aviv and Washington, D.C. Sullivan’s clients, including Fortune 500 companies, leading financial services firms and asset managers, boards of directors, real estate companies, and emerging businesses, rely on Sullivan’s ability to navigate complex legal and operational landscapes, the impeccable judgment of its lawyers, and its commitment to best-in-class client service.
Regulators Poised to Lighten Disclosure Requirements for $26 Trillion Private Fund Industry
John Hunt was quoted in the article "Regulators Poised to Lighten Disclosure Requirements for $26 Trillion Private Fund Industry" published by the National Law Journal [sub. req'd] on April 24, 2026.  The article discusses a proposed rule by the SEC and CFTC to significantly raise reporting thresholds for private fund advisers, reducing disclosure requirements for many firms while aiming to ease compliance burdens. It also highlights concerns from critics who argue that scaling back oversight could increase systemic risk and reduce transparency in the large and growing private funds industry. John said that existing reporting requirements include many smaller funds that do not present a systemic risk to the economy. “This is a return to kind of where the Form PF was originally intended to go,” he said.  

Corporate Governance & Board Advisory

Corporate Governance & Board Advisory

Corporate Governance & Board Advisory

Corporate Governance & Board Advisory