Sullivan
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Mergers & Acquisitions

Drawing on decades of experience and industry expertise, Sullivan brings to deals a seasoned perspective, practical know-how, and the sophistication necessary to navigate environmental risk in today’s fast-paced, competitive M&A market.

Even before the sale process starts, our attorneys help ready companies, assets and business units for sale through the development of vendor environmental reports, strategic guidance regarding key risks, due diligence, permits and the structuring of transition services and shared facility arrangements.

For buyers, we perform tailored, cost-effective due diligence to evaluate risks associated with regulatory compliance, legacy operations, toxic torts and contaminants and other potential environmental liabilities. We design and negotiate transaction structures, indemnities, insurance solutions and cost-sharing arrangements to allocate or mitigate environmental risk. We also can assist companies in the post-closing integration process, the resolution of outstanding diligence findings, and the prosecution of contractual indemnities or insurance claims.

Securities & Finance

Given the intense public scrutiny regarding greenhouse gas emissions and climate impacts, and the complexity of environmental regulation, companies and financial institutions need to be vigilant when considering environmental, supply chain and natural resource risks. In coordination with our top notch securities lawyers, we advise companies and issuers in connection with their securities filings, sustainability reports and other public environmental disclosure requirements, and have the sophistication necessary to translate regulatory jargon into common-sense disclosures. On behalf of financial institutions, we evaluate environmental risks affecting issuers, borrowers, mortgaged properties and other collateral, including as may relate to operations, legacy liabilities, future business plans and emerging regulations, and advise on appropriate disclosure and contractual arrangements.

Bankruptcy & Restructuring

The intersection of environmental and bankruptcy law is complicated as the underlying policies are often at odds with each other. Our environmental and bankruptcy attorneys counsel debtors, creditors and lenders on the environmental aspects of bankruptcy proceedings and corporate restructurings.

Representative Client Work

  • Represent REITs and other real property owners in connection with environmental and land use due diligence for various portfolio and individual acquisitions
  • Handled environmental issues in connection with sale of wire coating business located at a former tannery; addressed issues with buyer relating to historical site contamination, PFAS, and compliance with European Union REACH and California Proposition 65 requirements relating to use and disclosure of chemicals
  • Acted as local counsel for Japanese investor in two Massachusetts power plants, handling diligence with respect to Clean Air Act and other environmental and land use compliance, as well as site contamination issues; evaluated status of Energy Facilities Siting Board approval for proposed plant expansion, and worked on disclosure schedule for purchase agreement
  • Represented foreign real estate investment trust in connection with environmental and land-use issues related to its initial U.S. acquisition involving 30-property portfolio, including sites subject to an environmental consent decree; advised as to requirements and liabilities under U.S. and local environmental and zoning law
  • Handled environmental issues for borrower in connection with financing for 180 industrial properties in Hawaii, including designing a plan to identify and resolve environmental issues to lender's satisfaction and negotiating the environmental indemnity agreement
  • Reviewed environmental contamination and regulatory compliance issues for investor in industrial mushroom growing business
  • Advising manufacturer regarding regulatory and indemnity issues in negotiating agreement for sale of brownfield property
  • Counseled private equity firm on environmental laws in developing exit strategy from waste recovery facility investment
Sullivan Earns Top Rankings in the 2022 Edition of The Legal 500 United States
Boston, MA –Sullivan is pleased to announce that its practice groups and attorneys have been highly ranked and recommended in The Legal 500 United States 2022. Peers and more than 300,000 corporate counsel have been 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 in The Legal 500 United States 2022: Leading Lawyers: The Legal 500’s Guide to Outstanding Lawyers Nationwide Ameek Ashok Ponda- Real Estate Investment Trusts (REITs)  Joel Telpner - Fintech Next Generation Partners: The Legal 500’s Guide to Up-and-Coming Lawyers Nationwide Nicole Crum- Mutual/Registered/Exchange-Traded Funds Practice Areas Ranked and Attorneys Recognized Corporate Governance Sullivan works with a wide client base on their most complex and significant corporate governance and compliance requirements, including public and private companies, real estate investment trusts and mutual funds. Its team is skilled in handling issues over board compositions and board-level decision-making, conflicts of interest, diversity and inclusion, shareholder communications, crisis management and internal and government investigations. It advises Service Properties Trust on a range of issues, such as disclosure requirements, stock exchange listing standards and compliance with the Sarbanes-Oxley Act and Dodd-Frank Act. Key individuals at the firm include Washington DC-based trio David Mahaffey, David Leahy and Nicole Crum (who are key contacts for investment advisers), as well as Domenick Pugliese in New York. Howard Berkenblit is also recommended. Environment: Transactional The environment, energy and natural resources team at Sullivan stands out in particular for its expertise in land use, zoning and environmental permitting work on real estate development projects and Real Estate Investment Trust (REIT) transactions. The well-established team has notable strength advising on pesticide and agricultural chemical transactions, and continues to expand its already extensive client base with new clients in the renewable energy sector, which is a growing area of focus for the department. Victor Baltera, who works out of Boston, is frequently engaged in permitting matters and environmental due diligence for acquisitions and financings of industrial and commercial properties throughout the United States. Fintech Sullivan stands out for its pioneering work in the blockchain and cryptocurrency space, where New York-based group co-chair Joel Telpner "understands seamlessly the business, technology and use-cases of cryptocurrencies and blockchain." Clients include start-ups, emerging companies and major listed entities, as well as governments and public sector bodies. The service offers support on the full spread of transactional and regulatory issues, such as product and currency launches (including sovereign currencies), financings and M&A. New York corporate partner Scott Kaufman is also highly active in this space, representing several entrepreneurs, fintech providers and venture capital firms. Other key individuals include Boston’s Douglas Stransky for related tax issues, and New York’s Natalie Lederman for M&A and corporate finance. Testimonials from clients include: "Joel Telpner is really the number one lawyer in the world, hands down, that understands seamlessly the business, technology and use-cases of cryptocurrencies and blockchain. Joel is the only lawyer I would recommend for the legal side hands down." "The team has deep experience and knowledge in securities law and has developed an expertise around blockchain technology and cryptocurrencies." "Joel Telpner is a smart, engaging professional who is easy to work with and delivers high quality work." General Commercial Disputes Sullivan & Worcester "is an amazing law firm which provides a prompt, practical and personal service." The team is regularly defending clients in commercial claims before federal and state courts and arbitration proceedings. Its scope covers class actions, securities, contract disputes, insurance coverage controversies, environmental issues, fraud claims, and bankruptcy and collections actions. The "dedicated, thorough attorney" Gerry Silver in New York and insolvency disputes-specialist Patrick Dinardo in Boston jointly lead the practice. Laura Steinberg, also in Boston, is well versed in regulatory and fiduciary issues. Other key lawyers include Nicholas O'Donnell.. Clients say: "Sullivan offers pragmatic, concise legal recommendations. They 'cut to the chase' and provide clear analysis of the benefits and risks of options available. Unlike many law firms, they are willing to share their own opinion of which option they recommend." "Gerry Silver is a dedicated, thorough attorney. Not only does he provide excellent legal advice, he has shown over the years that he is committed to acting as a true partner. He knows our business and he is willing to stand strong in providing the legal advice that he believes is in the best interests of our company, even when he knows that this advice might be unpopular. With Gerry, we know we are getting legal support we can trust." "Sullivan’s lawyers are extraordinary. When dealing with the firm, I never have the impression that my matter is unimportant, whatever the dollar amount in issue." Land Use/Zoning The team’s attorneys draw on professional experience at city planning agencies and architects, as well as recent representation of developers in the Greater Boston area, with a focus on life science, office, mixed-use, and housing. Ashley Brooks leads and has a practice that covers more general real estate issues, as well as zoning and permitting. Victor Baltera is the name to note for environmental regulatory issues. Other key lawyers include Karen Kepler. Clients commented: "Fantastic group of people that work hard to meet their client’s goals." "They think like owners and become an extension of your team." "A firm with great resources for all aspects of the real estate development business. The firm has very experience personnel able to help with all arising issues." M&A: Middle-Market (sub-$500m) The firm handles a wealth of M&A transactions with distinct expertise in REIT, fintech and cryptocurrency-related transactions. The practice, which is closely integrated with the firm’s Israel and London offices, is co-chaired by Lewis Segall, an M&A, joint venture and general corporate specialist with particular accomplishment in the energy, advertising, healthcare, communications, manufacturing and software industries. Benjamin Armour, a lawyer who guides clients through all stages of the corporate lifecycle, heads the practice from Boston alongside Segall and also serves as lead of the firm’s Opportunity Zone practice group. Other key lawyers include Angela Gomes and Avi Rao. Mutual/Registered/Exchange-Traded Funds At Sullivan, fund mergers and lift-outs – including fund adoptions and consolidations within fund groups, as well as mergers of unaffiliated funds – are a particular stalwart of the practice. Away from this core area of expertise, the team is also well versed in establishing and registering new funds, including ETFs; providing compliance advice; preparing and reviewing annual prospectus updates, proxy statements and shareholder reports; and advising on federal securities law and state law issues. In Washington, DC, the group is under the joint leadership of David Leahy and David Mahaffey, who work alongside recommended practitioners Nicole Crum and John Chilton. The offering also has a concerted presence in Boston – where John Hunt is the name to note – and New York – where Domenick Pugliese is a key contact. Other key lawyers include Matthew Van Wormer. Client testimonials include: "Their knowledge is very deep and they are so quick to respond." "Their practical insights into the regulatory environment. They do not try to usurp the board’s fundamental role and provide advice when asked or needed in as succinct a way as possible." Private Equity Funds (including Venture Capital) The attorneys at Sullivan counsel a range of alternative investment funds, including real estate funds, unregistered commodity pools, private equity funds, offshore funds, and bank-related common and collective investment funds on all areas of fund formation. The team also assists regional, national and international venture capital firms that invest in early-stage companies across a range of industries, most notably software, telecoms, therapeutics and energy. Institutional investors representation is another stalwart of the practice. Nicole Rives and John Hunt are the core contacts. Other key lawyers include Susan Barnard, William Hanson and Lewis Segall. Clients commented: "Strong team for secondaries work." "William Hanson is simply outstanding. Great attitude, savvy negotiator and very diligent and hard working." Real Estate Karen Kepler acts for for-profit and non-profit organizations, financial institutions and quasi-public agencies in HUD and Fannie Mae-financed developments. Ashley Brooks, who leads the firm's Real Estate Group, is an integral partner with a nationally recognized commercial real estate development practice. Real Estate Investment Trusts (REITs) Sullivan's Boston-based team has a large transactional offering for its public and private REIT clients, including equity and debt offerings, financings and joint ventures. The team has strength advising across the infrastructure, agriculture and property sectors and can leverage its firm-wide capabilities across tax and corporate to give the full-service, particularly to clients converting to REIT status. Angela Gomes manages the group which focuses on corporate finance and securities offerings, respectively. The tax department is led by Ameek Ashok Ponda, who is recommended for structuring REIT transactions and cross-border financings, and John Steiner is a key real estate contact. Clients commented: "The team’s strength lies in its responsiveness to and speed within which the respective counsels revert to us with advice and solutions to complex legal and commercial issues." "Compared to other US law firms, Sullivan has demonstrated a deep understanding of internal billing processes and payment requirements and their conduct is evidenced of the firm being interested in building a business partnership with our organization for a long time." Tax - International Tax Based in Boston, Sullivan provides international tax advice on foreign investment, tax planning and implementation. Its offering includes M&A, dispositions and reorganizations, cross-border financing, foreign tax credits, and US tax deferrals on foreign earnings. Niche expertise includes advising sovereign wealth funds, high-net-worth individuals, and foreign governmental pension plans. Practice head Douglas Stransky focuses on international tax planning for US-based clients investing in foreign jurisdictions. Ameek Ponda handles tax-related matters arising from corporate M&A and public and private REIT activity. Client testimonials include: "We have worked directly with Douglas Stransky and consider his team very professional and helpful. They have certainly added value to our common client’s situation." "Douglas Stransky has been clear and concise in his analysis and conclusions, always thinking outside the box and giving us some asset structure alternatives which the client always appreciates." "Highly skilled individuals with broad understanding of a broad range of issues that impact multinational companies. Network of international contacts who have always met the challenges we have presented them." Tax - U.S. Taxes (contentious) The team at Sullivan represents clients in the manufacturing, software and tech, R&D, and security sectors on tax audits, administrative appeals, and litigation. Practice head David Nagle specializes in tax disputes with the IRS and Massachusetts Department of Revenue, but is experienced in a broad range of SALT-related controversy work; Richard Jones leads the tax group and covers corporate nexus, domicile, and other SALT controversy matters; and Daniel Ryan is a strong federal and state tax litigator. Counsel Judith Edington is an expert in domicile planning and defense of tax-exempt organizations. International tax controversy counsel Lewis Greenwald joined from Alvarez and Marsal in November 2021, while tax counsel Natasha Varyani joined from the faculty of New England Law. Tax - U.S. Taxes (non-contentious) The firm is routinely engaged by a number of high-profile public and private REITs seeking advice on big-ticket transactions, joint ventures, and other advisory issues. Working in close collaboration with the firm’s corporate, real estate, and affordable housing groups, the team also possesses expertise in opportunity zones and multi-jurisdictional taxation rules. Tax department head Ameek Ponda‘s broad REIT practice sees him advising on a diverse mix of commercial ventures, ranging from retail sites to power plants. Practice head Richard Jones is experienced in both state tax litigation and transactional tax planning involving corporate, franchise, and personal income matters. Christopher Curtis is also recommended. About Sullivan Sullivan & Worcester (Sullivan) is a leading AmLaw 200 law firm. With over 200 attorneys in Boston, London, New York, Tel Aviv and Washington, DC, they guide organizations that are rewriting the rules. Sullivan’s clients, including Fortune 500 companies and emerging businesses, rely on Sullivan’s strategic vision, comfort with complexity and intense focus on results. As a global law firm, Sullivan represents clients around the world and has a deep bench for working on a variety of matters and issues affecting clients.
Sullivan Earns Top Rankings in the 2021 Edition of The Legal 500 United States
Boston, MA –Sullivan is pleased to announce that its practice groups and attorneys have been highly ranked and recommended in The Legal 500 United States2021. Peers and more than 300,000 corporate counsel have been 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 in The Legal 500 United States 2021: Leading Lawyers: The Legal 500’s Guide to Outstanding Lawyers Nationwide Ameek Ashok Ponda- Real Estate Investment Trusts (REITs)  Lewis Segall- M&A: Middle-Market (Sub-$500M)  Joel Telpner- Fintech Next Generation Lawyers: The Legal 500’s Guide to Up-and-Coming Lawyers Nationwide Benjamin Armour - M&A: Middle-Market (Sub $500M) Nicole Crum - Mutual/Registered/Exchange-Traded Funds Practice Areas Ranked and Attorneys Recognized Corporate Governance Howard Berkenblit, Nicole Crum, David Leahy, David Mahaffey, Domenick Pugliese Environment: Transactional Victor Baltera Fintech Scott Kaufman, Douglas Stransky, Joel Telpner General Commercial Disputes Patrick Dinardo, Nicholas O'Donnell, Gerry Silver, Laura Steinberg M&A: Middle-Market (sub-$500m) Benjamin Armour, Oded Har-Even, Lewis Segall Mutual/Registered/Exchange-Traded Funds John Chilton, Nicole Crum, John Hunt, David Leahy, David Mahaffey, Domenick Pugliese, Matthew Van Wormer Real Estate Ashley Brooks, Karen Kepler Real Estate - Real Estate Investment Trusts (REITs) Louis Monti, Ameek Ponda, Nicole Rives Tax - International Tax Douglas Stransky, Ameek Ponda Tax - U.S. Taxes (contentious) Richard Jones, David Nagle, Daniel Ryan, Laura Steinberg Tax - U.S. Taxes (non-contentious) Richard Jones, Ameek Ashok Ponda Editorial from The Legal 500 Corporate Governance Split between Washington DC, Boston, and New York, Sullivan acts for a varied mix of public and private companies, non-profit organizations, and mutual fund boards. It focuses on internal governance issues, regulatory compliance, investigations, and shareholder engagement matters. The team’s recent work reflects its ability to advise clients on their securities offerings, disclosure issues, and compliance with the Sarbanes-Oxley Act and the Dodd-Frank Act; capital markets group leader Howard Berkenblit is a go-to adviser in this field, and is also a key contact for Israeli companies. Nicole Crum chairs the corporate governance and board advisory group and has extensive experience advising domestic and foreign clients in the financial services sector. David Mahaffey, David Leahy and Domenick Pugliese are all key contacts for investment management advice. Environment: Transactional The firm is particularly noted for its ability to assist with environmental due diligence and regulatory issues in the context of REIT transactions. The team boasts additional strength in land use and environmental permitting matters in connection with real estate development projects. Washington DC-based Jeffrey Karp heads up the department that has recently bolstered its focus on the renewable energy project development front. Victor Baltera in Boston has extensive experience overseeing the environmental aspects of real estate and business transactions.  One client noted: "Incredible personal touch. The attorneys at Sullivan are as interested in me as a person as they are in my legal challenges and opportunities. It is a big firm with an old fashioned small practice feel." Fintech Sullivan has a strong focus on the blockchain and cryptocurrency industry, representing governments, leading digital currencies, start-ups and established enterprises. Based largely in New York, the 'professional and responsive' team is praised for its 'deep knowledge in cross-border taxation and asset tokenization'. Practice chair Joel Telpner is 'constantly on the bleeding edge of legal perspective as it relates to digital assets'. Other key team members include corporate partner Scott Kaufman, who leads the firm's emerging companies and venture capital practice, and Boston-based Douglas Stransky, who advises on related cross-border tax issues. Scott Kaufman was noted as a key lawyer in the group. Testimonials from clients include: "Joel is constantly on the bleeding edge of legal perspective as it relates to digital assets. They take sound legal practice and consideration for difference in technology to set the standard for global regulators." "Joel Telpner is really the best in the digital asset space right now. He has a deep understanding of the technology, industry and laws. His insights are often followed by much larger firms and global regulators." "The team is headed by Joel Telpner who has been in capital markets for a long time and knows everything about the industry. When he shifted more into fintech focused aspect of financial services, it did not take him too long to become a force. I always have comfort dealing with his company that I can let him tell me what I need to be concerned with in order to proceed." General Commercial Disputes Sullivan has particular expertise in securities, insurance and tax litigation, but is also active in employment, trade finance and breach of fiduciary duty claims.Laura Steinbergstands out for her extensive experience in shareholder disputes and matters involving complex fiduciary issues. Practice head Gerry Silver has experience in financial services, IP, employment and insurance coverage disputes. Patrick Dinardo is noted for his expertise in bankruptcy and debt restructuring disputes. Nicholas O'Donnell was noted as a key lawyer in the group. M&A: Middle-Market (sub-$500m) The firm advises on a wide variety of M&A and corporate matters, including governance, compliance and disclosure, stock exchange listing standards and REITs. The firm has carved out a niche representing Israeli companies in securities offerings on the Nasdaq; New York-based Oded Har-Even, who handles numerous public offerings and other corporate work for Israeli companies in the United States, is the key name here. Group lead Lewis Segall regularly advises a range of clients encompassing financial institutions, private equity groups, family-owned businesses, family offices and other investors. Benjamin Armour focuses on corporate and securities law, representing public and private companies in M&A and SEC reporting. Mutual/Registered/Exchange-Traded Funds The firm has an experienced team in assisting funds and their trustees, independent directors and investment management companies. Co-leader of the firm's investment management group, David Mahaffey, along with partners Nicole Crum and Matthew Van Wormer, advise the Independent Trustees of the John Hancock Funds, a fund group sponsored by the insurance giant John Hancock. Jointly leading the practice is David Leahy, who has handled recent matters for the independent directors of the Legg Mason Closed-End Funds. Other names to note include John Chilton, John Hunt in Boston and Domenick Pugliese in New York. Client testimonials include: "Our team led by David Leahy provides outstanding counsel and advice to the Independent Trustees. They have an excellent understanding of the mutual fund industry and our role. They also are responsive to any request and proactive in imparting knowledge to the Trustees." "Knowledge of the Industry and the law. Excellent advice. Proactive in providing the Trustees with ideas/suggestions. Extremely responsive. David Leahy and John Chilton are our contacts and we are very pleased with them." "Strong knowledge of the law and regulations. Practical in application and reacting to business needs." Real Estate Sullivan has been making significant strides in the development space over recent years, frequently acting for Greater Boston-based developers in affordable housing, life science, student housing and mixed-use projects. Ashley Brooks'practice spans the full range of commercial transactions including sale-leasebacks, workouts, fund formation and portfolio deals. A notable feature of the practice is its dedicated practice group for Opportunity Zones; in this regard, its lawyers have participated in several national thought leadership initiatives. Karen Kepler is noted as a key lawyer in the group.  Real Estate Investment Trusts (REITs) Sullivan runs a diverse transactional practice covering REIT formations and conversions, equity and debt offerings, real estate acquisitions and dispositions, M&A, joint ventures, tax compliance, and sale-leaseback transactions. Moreover, the group has experience working across a variety of structures, including both UpREITs and DownREITs. It also operates within various specialist asset classes such as cold storage, wind and power infrastructure, distributed antenna systems, and vineyards. Boston-based co-head Ameek Ponda directs the firm's tax department and focuses on M&A and cross-border transactions. Louis Monti jointly leads the practice group. Nicole Rives was noted as a key lawyer. Clients commented: "The team’s strength lies in its responsiveness to and speed within which the respective counsels revert to us with advice and solutions to complex legal and commercial issues." "Compared to other US law firms, S&W has demonstrated a deep understanding of internal billing processes and payment requirements and their conduct is evidenced of the firm being interested in building a business partnership with our organization for a long time." Tax - International Tax The international tax professionals at Sullivan assist US-based companies with outbound investments, expansions, restructuring, IPOs and a range of other corporate transactional and operational matters across EMEA and Asia-Pacific. Boston-based practice head Douglas Stransky and Ameek Ponda also have expertise in public REITs, advising on matters including general tax compliance, acquisitions and disposals, equity and debt offerings, and secured and unsecured financing. The team also advises high-profile individuals and executives on cross-border estate planning and pre-residency tax structuring. Client testimonials include: "There are three key components that differentiate Sullivan & Worcester. One, response time is incredibly fast. Two, expansive network of handpicked quality contacts in almost every jurisdiction. Three, broad knowledge of subject matter combined with ability to manage multijurisdictional teams of lawyers." "I trust them. They have never steered me wrong." Tax - U.S. Taxes (contentious) Richard Jones is a standout name for SALT controversy proceedings, particularly for corporates with substantial Massachusetts-based operations. David Nagle and trial lawyer Laura Steinberg; ongoing defense mandates in this space include litigation under the False Claims Act for high-profile telecoms clients. Software and technology are also sectors of focus. Daniel Ryan is noted for IRS appeals, investigations and penalty negotiations at the state and federal level. All named attorneys are based in Boston. Tax - U.S. Taxes (non-contentious) Sullivan's Boston-based tax department acts for some of the largest public and private REITs in the market. The team is also sought out by a number of private investment funds and multinational corporations for advice on various state and local tax matters, including acquisitions, joint ventures, and securities offerings. The practice is jointly led by Ameek Ashok Ponda, a REIT structuring expert, and Richard Jones, who concentrates on state tax litigation and transactional planning.