Sullivan
Microsoft has discontinued support for Internet Explorer. To access the Sullivan website, please install a modern browser like Microsoft Edge or Google Chrome.

As a thought-leader and trailblazer in the industry, Sullivan has had a major impact in the fintech, blockchain and cryptocurrency industry by providing legal representation to more than 100 clients whose size varies from governments, top cryptocurrencies and other digital assets, and large enterprises to smaller startups.

We help our clients pursue and execute first-of-their-kind business ideas. These new ideas involve unseen regulatory uncertainty and have forced us to think beyond traditional ways of practicing law.

We help clients navigate emerging legal issues and regulatory uncertainties, manage risk, identify opportunities and proactively plan for the future. With deep financial, regulatory and technological expertise, we ascertain the implications that new fintech solutions and regulatory guidance will have on our clients’ operations and prepare them to offer new services and products. Working with entrepreneurs, investors and established companies in a range of industries, we provide strategic guidance to help clients finance, develop and capitalize on the promises of technology while gaining a competitive edge in the marketplace.

We are respected in the fintech and blockchain industry for our deep understanding of emerging technologies and their intersection with financial and other commercial systems. Our multi-disciplinary practice group is recognized by our clients and industry leaders for developing creative and practical legal and business solutions, especially when presented with complex issues of first impression. We advise enterprise clients with respect to how best to use emerging technologies to improve efficiency and security while remaining in compliance with various regulatory requirements.

In addition, Sullivan provides practical, functional, and useful advice to policy-makers worldwide attempting to craft a regulatory scheme to govern the fintech industry. The Fintech Group has worked on several projects with the Chamber of Digital Commerce and the Wallstreet Blockchain Alliance in responding to various regulatory authorities. We’ve additionally prepared a response to the financial stability board on the regulatory treatment of stablecoins, and a response to the FDIC on digital assets, blockchain, and the banking industry. For the Global Blockchain Business Council, we’ve prepared regulatory updates for its members, we’ve contributed to their Blockchain Annual Report, and we have participated in their Blockchain Central conferences both at the United Nations and at Davos.

Accolades

  • Sullivan has been ranked by Chambers FinTech and Legal500 US each year since 2019.

How We Bring Value to Our Clients

  • Governmental advice – We have advised various governments interested in blockchain and digital currency applications in regard to monetary policy, legislation, citizens’ identity creation and management, property record keeping, and additional state-related issues.
  • Pioneering legal advice - We structured some of the first ICOs and blockchain-based applications, such as structuring the first issuance of digital securities utilizing blockchain technology for Overstock.com and helping in launching Overstock’s distributed ledger platform, tZero.
  • Regulatory policy initiatives - We are at the forefront of regulatory development in the blockchain space. We work on global policy initiatives with the Blockchain Research Institute, the Wall Street Blockchain Alliance, the Blockchain Global Business Council and Wharton Reg@Tech, among others to develop guidance on best practices for development, issuance and management of tokens and other digital assets, and manage the legal issues surrounding digital currencies and assets, and distributed ledger technology.
  • Deep expertise and wide client base across the fintech industry and companies adopting blockchain technology - We advise clients on nearly all aspects of fintech and blockchain transactions, including some of the largest cryptocurrencies, enterprises, startups, funds, central banks, and digital asset exchanges. We also advise regulatory bodies worldwide on emerging fintech and blockchain issues.

Representative Client Work

  • 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
  • Advising one of the world’s largest digital asset exchanges on development and expansion of services provided
  • Advising a top rated global crypto exchange in respect of its listed digital assets and new product and service offerings
  • Provided regulatory and compliance, international structuring, tax, securities and employment law advice to some of the world’s largest metaverses and crypto lending platforms
  • Structured numerous token and digital asset offerings in various industries, including but not limited to real estate, next-generation technologies, sports, media and entertainment, gaming and finance, and have counseled clients on various complex cross-border considerations including tax, employment, corporate, intellectual property, securities laws and other regulatory compliance matters
Viewpoints
All Viewpoints
Taking Steps Toward Federal Blockchain and Cryptocurrency Regulation
Written by Natalie Lederman (Partner), Scott Kaufman (Partner) and Karly Roux (Summer Associate) On May 22, 2024, with bi-partisan support, the U.S. House of Representatives passed H.R. 4763, the Financial Innovation and Technology for the 21st Century Act (“FIT21”), becoming the first major cryptocurrency legislation to pass one of the chambers of Congress. Brief Summary of FIT21 Broadly, FIT21 aims to provide safeguards, comprehensive customer disclosure, and operational guidelines for digital assets.[1]  If enacted, FIT21 would grant the U.S. Securities and Exchange Commission (“SEC”) jurisdiction to regulate restricted digital assets[2] and grant the Commodity Futures Trading Commission (“CFTC”) jurisdiction to regulate digital commodities.[3]  Digital commodities are distinguished under the bill from restricted digital assets based on “decentralization” and “functionality.” Generally, a decentralized blockchain is one in which: during the previous 12-month period, no person has had unilateral authority to control the blockchain or its usage, and no issuer or affiliated person owned 20% or more of the digital asset or the voting power of the digital asset, and all issuances of units of the digital asset through the functioning of the blockchain system were to end users, and during the previous three-month period, the issuer and affiliated persons have not contributed intellectual property to the source code of the blockchain system that materially altered the functionality or operation of the system other than certain technical fixes or changes that were adopted through the consensus or agreement of a decentralized governance system, and neither the issuer nor affiliated persons have marketed to the public the digital asset as an investment. The bill defines a functional blockchain system as one that allows network participants to use a corresponding digital asset for an application on the blockchain system, transmission and storage of value, participation in services or participation in the decentralized governance system on the blockchain.  Under the bill, a person may certify to the SEC that a blockchain system to which a digital asset relates is a decentralized system.  In connection with this certification, the person would provide detailed information to the SEC to substantiate the determination that the system is decentralized, including, among other things, with respect to functionality, governance, ownership of the digital asset, and recent issuances.  The blockchain system will be deemed certified as decentralized 60 days after the certification date unless the SEC provides notice within such period indicating that the person making the certification has provided an inadequate explanation or there are novel or complex issues that require additional time for consideration.  The bill also provides for an appeals process if the SEC ultimately determines that a system is not decentralized.  Once a blockchain system to which a digital asset relates is a functional system and is certified as decentralized, the digital asset would fall within the definition of a digital commodity and will be regulated by the CFTC.  Excluded from the definition of a digital commodity are digital assets held by the digital asset issuer or owned by related persons[4] and affiliates of the digital asset issuer[5] – these digital assets will be regulated by the SEC. The bill also proposes amendments to the Securities Act of 1933 (the “Securities Act”), including a new Section 4(a)(8) under the Securities Act, to include processes and procedures for issuers to offer and sell units of digital assets in transactions that are exempt from the full registration requirements of the Securities Act, and also proposes new SEC authority for the registration and regulation of digital asset brokers, digital asset dealers and digital asset trading systems. Potential Impact of FIT21 If enacted, FIT21 could potentially provide a more clear and stable landscape for the U.S. digital asset market while fostering technological innovation. The bill tries to accomplish this by imposing certain limited disclosure requirements aimed at preventing market manipulation and fraud, thereby increasing investor confidence in these investment opportunities. Consumer protections within FIT21 include requirements for brokers, dealers, and exchanges to register with the SEC or CFTC, disclose information about the assets, segregate customer funds, create lock-up periods for token insiders, and limit the volume of annual sales. Furthermore, by defining the difference between a commodity and a security, the bill helps alleviate some of the regulatory ambiguity that has existed in the crypto industry. Given the efforts of other countries to develop their own regulatory guidelines, FIT21 could solidify the U.S. as a thought leader in the financial technology space. However, there are a number of critics of FIT21 that feel the bill will not accomplish its goals and could cause more problems than it solves. Whether or not FIT21 is enacted as law, at a minimum, it serves as an essential first step in the Congressional conversation surrounding digital token regulation and as a baseline for future legislative proposals. Next Steps for FIT21 The Biden Administration released a statement sharing concerns that the bill lacks adequate protections for investors and consumers, but it has nonetheless expressed eagerness to work with Congress on the issue of regulating cryptocurrency market activity, and it did not threaten to veto the bill should it pass the Senate. The Senate now has the opportunity to amend the bill but, as of the end of June 2024, has not yet scheduled a floor vote or a committee hearing to discuss any such changes. In any case, while enacting FIT21 may be an uphill battle, the bill’s passage in the House underscores the growing bipartisan support for clear and comprehensive cryptocurrency legislation. For More Information This Client Alert has been provided by Natalie Lederman and Scott Kaufman, Corporate Partners, and Karly Roux, a Summer Associate, of the international law firm of Sullivan & Worcester LLP. Natalie leads the Firm’s Fintech & Blockchain Group and Scott is the co-head of the Firm’s Emerging Companies and Venture Capital Group. For more information, Natalie may be reached by email at nlederman@sullivanlaw.com or by calling +1 (212) 660-3039; and Scott may be reached by email at skaufman@sullivanlaw.com or by calling +1 (212) 660-3026. [1] The bill defines a digital asset, subject to certain exclusions, as any fungible digital representation of value that can be exclusively possessed and transferred, person to person, without necessary reliance on an intermediary, and is recorded on a cryptographically secured public distributed ledger. [2] The bill generally defines a restricted digital asset as one which is not a part of a functional and decentralized network and is acquired through an issuer distribution in exchange for meaningful value. [3] The bill generally defines a digital commodity as a digital asset which is not used for fundraising, is available to all participants equally or available through a digital commodity exchange, and is run on a blockchain that is certified as functional and decentralized. [4] Related persons of a digital asset issuer are defined under the bill to include founders, employees, consultants, recent executive officers, board members and advisors, equity or security holders or any other person that received a unit of digital asset from the digital asset issuer through (i) an exempt offering (which does not qualify under Section 4(a)(8) of the Securities Act) or (ii) a distribution that is not an end user distribution. [5] Affiliates of a digital asset issuer are defined under the bill to include 5% or more beneficial owners of the digital asset or those who control, are controlled by or are under common control with the digital asset issuer.
Significant Civil and Criminal Tax Penalties for Non-Reporting of Cryptocurrency Transactions
Lewis Greenwald and Eric Rietveld authored the article, “Significant Civil and Criminal Tax Penalties for Non-Reporting of Cryptocurrency Transactions,” published by Reuters on May 16, 2024.
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.
New SEC, CFTC Pact Could Accelerate Existing Data-Sharing Practices
John Hunt was quoted in the article "New SEC, CFTC Pact Could Accelerate Existing Data-Sharing Practices," published by FedScoop on March 18, 2026. The article discusses a new Memorandum of Understanding (MOU) between the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) that strengthens collaboration, especially in data sharing and crypto regulation, with a focus on secure information exchange and more technology-neutral oversight. John highlights a more skeptical perspective on the agreement, noting that the MOU “hardly says anything” and suggesting it reflects broader political dynamics around crypto regulation. He described it as a “shot across the bow to [former SEC Chair] Gary Gensler” and emphasized the intent behind technology-neutral regulation, stating, “They don’t want to favor one type of technology over another, rather than focusing on, ‘well, we want to move everybody to blockchain.’ … I think the idea is to be more agnostic.”

Fintech & Blockchain

Fintech & Blockchain

Fintech & Blockchain