Sullivan
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Our lawyers have great depth of experience with financial services clients. We regularly work with large financial institutions, independent commercial banks, private banks, thrift institutions and bank holding companies.

Low angle view looking directly up from Lime Street to Lloyds of London Building, The Scalpel Building and The Leadenhall Building in the City of London UK

Our clients list among unregulated financial institutions include business finance companies, equipment leasing companies, mortgage banking companies and other private investment entities.

Sullivan lawyers represent lenders and borrowers on commercial transactions, including secured and unsecured lending, asset-based and real estate lending, project and acquisition financing, leveraged buy-outs and letters of credit.

Our financial services lawyers are drawn from a range of practice areas including Bankruptcy, Private Equity, Mergers & Acquisitions, Venture Capital, Real Estate, Litigation, Securities and Corporate Governance.

Representative Client Work

  • On behalf of an investment management company, tried a case that established the enforceability of a non-competition covenant against a portfolio manager
  • Counseled agent and co-agent bank in negotiating secured loans of more than $200 million and revolving credit facilities for companies in industries ranging from heavy equipment rental and coal mining to gaming and health/fitness
  • Worked with a syndicate of banks to offer a $100 million stand-by line of credit facility to a financial insurer
  • Represented lenders in such complex transactions as a $16 million loan to finance the redemption of preferred stock, and the placement of a $100 million global and multi-currency credit facility
  • Helped a private equity fund secure a $200 million multi-bank bridge line of credit
  • Counseled a U.S. borrower on its $650 million syndicated multi-currency credit agreement
Viewpoints
All Viewpoints
SEC Staff Issues No-Action Relief Permitting Fund Directed Voting Programs
On September 29, 2026, the staff of the U.S. Securities and Exchange Commission (the “SEC”) Division of Investment Management (the “Staff”) issued a no-action letter to the Mutual Fund Directors Forum stating that it would not recommend enforcement action under Rules 14a-3(a), 14a-4(d)(2), 14a-4(d)(3), 14a-4(f), 14a-6(o), 14a-10, and 14a-12(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or that elects to be regulated as a business development company under the Investment Company Act, or, as applicable, a separate series thereof (each, a “fund”) implements a directed shareholder voting program (the “Directed Voting Program”). Under a Directed Voting Program, a shareholder could voluntarily provide a revocable standing voting instruction directing that its shares be voted in accordance with the recommendations approved by a fund’s board, including unanimous approval by the fund’s independent directors, subject to a number of structural protections. The Directed Voting Program must be (i) approved by the fund’s board, including unanimous approval by the independent directors, and (ii) subjected to periodic board review and reapproval at least every three years that such program continues to be in the best interests of Fund shareholders. The Directed Voting Program would not apply to contested director elections and changes to the fund’s investment advisory agreement with its primary adviser that requires a shareholder vote. Shareholders participating in a Directed Voting Program must also be given the ability to exclude from their standing voting instructions votes on: (1) fund mergers that require shareholder approval under the Investment Company Act, applicable state law, applicable exchange listing requirements or the fund’s organizational documents and (2) proposals to adopt or increase fees paid under a Rule 12b-1 plan. A  fund would file with the SEC material describing the Directed Voting Program under cover of Schedule 14A and would subsequently file any material changes to the Program in the same manner. Participation in the Directed Voting Program must be available to all retail shareholders at no cost and must be voluntary. Shareholders participating in the Directed Voting Program would retain the ability to override the standing instructions by using the proxy material received for a particular meeting. A fund would have full disclosure of the Directed Voting Program on its website and through prominent disclosure in the relevant proxy statement. Annually, participating shareholders would receive a reminder of their opt-in status and selection.  This reminder would not be sent at a time when there is a proxy in progress.  The no-action relief may offer fund complexes a potential means of reducing proxy solicitation expenses and increasing voting participation by permitting shareholders to provide standing voting instructions for certain types of matters, thereby helping funds avoid the delays, costs, and logistical challenges frequently associated with obtaining shareholder approval.  * * * * * * * * If you would like further information regarding the issues discussed in this Client Alert or related matters, please contact the lawyer at Sullivan & Worcester LLP with whom you regularly consult, or any of the lawyers listed above. This Client Alert is provided for general informational purposes only and does not constitute legal advice.
California Jury Stamps Its Approval on SEC’s Novel Shadow Trading Theory
Showcasing its shadow trading theory in a case of first impression, the U.S. Securities and Exchange Commission (SEC) secured a favorable verdict in a closely watched case. After hearing testimony over eight days of trial, a federal jury in California needed only two hours of deliberations to find a former executive liable for using material non-public information concerning his company to trade in the stock of another “similarly situated company,” the novel definition of shadow trading. Under a civil misappropriation theory of insider trading, the jury found by a preponderance of the evidence that Matthew Panuwat used inside information about the potential purchase of his company, Medivation, Inc., to trade in the stock of Incyte Corporation, another pharmaceutical maker of cancer treatments. The SEC’s evidence included that Panuwat bought call options seven minutes after the Medivation CEO sent him an email detailing that Pfizer Inc., a top contender to acquire Medivation, was close to signing a deal. According to the SEC, Panuwat used that inside information to purchase call options in Incyte and, therefore, violated well-known insider trading laws. At this point, the first-of-its-kind verdict portends that the SEC will steadfastly continue to pursue shadow trading cases.     Whether shadow trading cases are here to stay is another question altogether, however, as Panuwat will likely appeal. Also, given that the SEC’s burden of proof was by a preponderance of the evidence, not a higher burden as with clear and convincing evidence or beyond a reasonable doubt, it is noteworthy that the U.S. Department of Justice sat this one out. The absence of a parallel criminal investigation of Panuwat’s trading by the DOJ suggested a wait and see approach so it could observe the SEC’s case and outcome. Post verdict, the DOJ may now be less willing to remain idle in cases involving shadow trading. All companies, public and private alike, are on notice and would be well-served to supplement their insider trading policies to include cautionary guidelines and procedures on shadow trading.   
Sullivan & Worcester Expands Bankruptcy Team
New York, NY – International law firm Sullivan & Worcester announced today that Keri Wintle Costello has joined the firm’s Bankruptcy practice group as counsel in the New York City office. Keri has represented stakeholders in a broad range of bankruptcy matters and related litigation. Keri is experienced in negotiating workouts, structuring commercial foreclosures and UCC sales, and enforcing creditor rights in connection with defaulted mortgages and other secured instruments. "Keri brings sophisticated experience in complex bankruptcy cases that makes her the ideal addition to Sullivan’s team," said Amy A. Zuccarello, leader of the firm’s Bankruptcy and Restructuring practice. "Commercial bankruptcy filings have increased dramatically in 2023 and we’re pleased to have the talents of strong professionals like Keri to support our clients as they navigate a changing business environment." A prolific speaker and author on bankruptcy issues, Keri joins Sullivan from Duane Morris where she was an associate. Keri earned her undergraduate degree from Saint Michael’s College and her J.D. from Western New England College School of Law. About Sullivan Sullivan & Worcester (Sullivan) is a global law firm with approximately 200 attorneys in Boston, London, New York, Tel Aviv and Washington, DC. Sullivan’s clients, including Fortune 500 companies, leading financial services firms and asset managers, boards of directors, and emerging businesses, as well as private clients, rely on Sullivan’s ability to navigate complex legal and operational landscapes, the impeccable judgement of its lawyers, and its commitment to best‑in‑class client service.
Top 10 Most Influential Registered Funds Lawyers in USA 2023
David Leahy has been chosen by Business Today as one of their Top 10 Most Influential Registered Funds Lawyers in USA 2023. David was recognized for his sharp advice to independent trustees and directors of mutual funds, closed-end funds, and ETFs, as well as his sophisticated knowledge of securities. David is co-leader of the Investment Management Group. His practice consists of counseling independent directors of open-end funds, closed-end funds, exchange-traded funds and business development companies, as well as the funds themselves and their investment advisers on matters relating to the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Securities Act of 1933 and the Securities Exchange Act of 1934. About Business Today BusinessToday.news is an online publication committed to delivering comprehensive and insightful coverage of the latest business news, trends, and practices. With a focus on finance, technology, entrepreneurship, and other critical areas, it serves as a valuable resource for professionals seeking to stay abreast of the rapidly evolving business landscape. About Sullivan Sullivan & Worcester (Sullivan) is a global law firm with approximately 200 attorneys 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, emerging businesses and private clients, rely on Sullivan’s ability to navigate complex legal and operational landscapes, the impeccable judgement of its lawyers, and its commitment to best‑in‑class client service.

Financial Services

Financial Services