Sullivan
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Biography

Howard specializes in counseling both public and private companies involved in equity and debt financings, including IPOs and follow-on public offerings as well as private placements, and regularly advises clients regarding ongoing corporate governance and disclosure matters, stock exchange listing standards and Sarbanes-Oxley Act and Dodd-Frank Act compliance.

Howard advises companies in a number of industries including real estate investment trusts (REITs), technology and life sciences companies. As part of his practice, Howard frequently advises Israeli and other international companies that seek to have their securities traded in the United States. His clients vary in size from smaller reporting companies and emerging growth companies to well-known seasoned issuers and are listed on Nasdaq, NYSE and OTC.

Howard excels at deciphering complex SEC rules and advising clients in how to apply them. He efficiently works through "gray" areas with clients to achieve an appropriate balance of business goals within the parameters of legal constraints. Howard's goal is to help companies and their executives effectively negotiate transactions and achieve well-honed communications and disclosures as part of their overall strategies.

When not advising on Capital Markets matters, Howard enjoys long-distance running and acting in community theater productions.

Education
  • Boston College Law School (J.D., summa cum laude)
  • University of Pennsylvania (B.A., cum laude)
Bar & Court Admissions
  • Massachusetts
  • U.S. District Court, District of Massachusetts
Professional Qualifications
  • American and Boston Bar Associations
  • Co-Chair, BBA Securities Law Committee, Boston Bar Association, 2006-2008
Awards & Honors
  • Boston Magazine Top Lawyers, Securities Law (2023-2025)
  • Boston Magazine Top Lawyers, Corporate Law (2021)
  • Best Lawyers in America® (2016-2027)
  • Client Choice Guide – USA & Canada 2014, Capital Markets
  • Recommended by The Legal 500 U.S. (2008, 2014, 2016-2017, 2019-2026)
  • Legal Media Group/Euromoney's ExpertGuides (2020)
  • "Rising Star," Massachusetts Super Lawyers (2006-2008, 2010)
Viewpoints
All Viewpoints
SEC Proposes to Rescind the Shareholder Proposal Rule and Modernize the Proxy Solicitation Process
On September 16, 2026, the Securities and Exchange Commission (SEC) issued two proposals that, if adopted, would represent significant changes to the federal proxy rules for U.S. public companies. The first proposal would eliminate Rule 14a-8 under the Securities Exchange Act of 1934 (Exchange Act). Rule 14a-8 currently requires companies to include qualifying shareholder proposals in their proxy materials and has been part of the federal proxy rules for more than 80 years. The proposal would also give companies greater discretion to vote proxies on shareholder proposals that are not included in their proxy materials. The second proposal is more practical – it would update several requirements that the SEC views as outdated in light of EDGAR and modern electronic communications. Most notably, it would eliminate the obligation to deliver a separate annual report to shareholders and shorten the minimum broker search period from 20 business days to 5 business days before the record date for a shareholder meeting. The public comment period for these proposals will remain open for 60 days following publication in the Federal Register, following which the SEC may approve, modify or abandon the proposed changes. Thus, until any changes are adopted, companies should plan for the 2027 proxy season under the current rules. Rescission of Rule 14a-8 Rule 14a-8, written in a Q&A format, requires shareholders to include certain shareholder proposals in company proxy statements, subject to a list of allowed exclusions, which are often the subject of dispute between companies and the proponents. If Rule 14a-8 is rescinded, federal law would no longer determine which shareholder proposals a company must include in its proxy materials. That question would be left to the law of the company's state of incorporation and, where state law allows, to the company's charter and bylaws. The SEC's main argument is that it lacks the authority to regulate this area. In its view, Section 14(a) of the Exchange Act allows the SEC to regulate how proxies are solicited and what shareholders must be told. It does not allow the SEC to decide which matters shareholders are entitled to vote on, which is a question of state corporate law. The SEC also offers policy reasons, notably the rising costs of the process for companies and the fact that most proposals receive little shareholder support. It also notes that a small group of repeat proponents accounts for most submissions. Finally, it says the federal rule has discouraged states from developing their own approach to shareholder proposals. This proposal is a continuation of a process in which the SEC staff has largely stopped reviewing company requests to exclude shareholder proposals over the past year. Even if the SEC will rescind the rule, shareholder proposals will not disappear. Proponents are likely to submit proposals directly under state law and company advance notice bylaws, commonly called "floor proposals". Most state statutes and company governing documents say very little about these proposals, including whether they must appear in the company's proxy materials. We expect states, and eventually companies, to fill that gap. Amendments to Rule 14a-4(c) Under the current rules, a shareholder can prevent a company from voting proxies at its discretion on a floor proposal. To do so, the shareholder sends its own proxy materials to shareholders who carry enough shares to pass the proposal. As a result, companies often feel they have no choice but to include these proposals on their own proxy card so that they can counteract the proponents’ proxies. Under the proposed amendments, a company could leave a timely submitted floor proposal off its proxy card and still vote the proxies it receives on that proposal, provided that it: summarizes the proposal in its proxy statement, together with the way it plans to vote the proxies; directs shareholders, on the proxy card, to that summary in the proxy statement; and gives each shareholder the option, through a box on the proxy card, to deny the company discretionary authority over its shares. One check box may cover all such proposals, although companies may choose to offer a separate box for each one. The practical result is that each shareholder, rather than the proponent, decides whether the company may vote that shareholder’s shares on the proposal. The SEC has stated it could adopt this change even if it keeps Rule 14a-8. Modernization of the Proxy Solicitation Rules The second proposal would: end the requirement to deliver or make available an annual report to shareholders, so that a proxy or information statement for a meeting at which directors are elected would only need to follow the filing of the company's Form 10-K (or an annual report furnished on EDGAR). The required contents of an annual report to shareholders substantially overlap with the required contents for an annual report on Form 10-K. Eliminating the annual report to shareholders as a separate required document would save companies preparation time and printing, mailing and webhosting costs; eliminate the stock performance graph requirement, except for investment companies. This currently required graph (other than for smaller reporting companies) illustrates the performance of an investment in the company’s stock over 5 years as compared to certain relevant stock indices. Eliminating the graph would save companies the time and costs of preparing such a graph while at the same time investors can readily obtain such information elsewhere; remove the 20-business-day advance delivery requirement for proxy statements that incorporate information by reference, with parallel changes to Forms S-4 and F-4. Shareholders can readily find incorporated documents without such advance notice - though many companies do not incorporate by reference into their proxy statements, this change could lead to shorter timing to plan shareholder meetings for those that do; eliminate Notices of Exempt Solicitation, both required and voluntary. This filing currently requires certain large shareholders to file a notice if they conduct certain written exempt proxy solicitations; shorten the minimum broker search period from 20 business days to five business days before the record date for a shareholder meeting. Companies are required under the proxy rules to ask record holders for the number of proxy materials needed by the record holders to forward to customers who are beneficial owners of the company. As a practical matter, this “broker search” typically takes only a couple of days so the 20 business day lead time has become outdated; and require contact details for a company representative on the cover page of Schedules 14A and 14C. The broker search and delivery changes would allow companies to hold shareholder meetings on a shorter timeline. What Companies Should Do Now Companies subject to the U.S. proxy rules should: handle shareholder proposals for the 2027 proxy season under the current Rule 14a-8; review their advance notice bylaws and the rules of their state of incorporation on floor proposals; follow legislative developments, particularly in popular states of incorporation like Delaware, Nevada and Texas, before amending their governing documents; consider how the shorter broker search period and the removal of the 20-business-day delivery requirement could affect their meeting timelines; discuss the new proxy card check box and the shorter timelines with their proxy solicitor and transfer agent; and consider submitting comments to the SEC. * * * * * * * * If you would like further information regarding the SEC proposals discussed in this Client Alert or related shareholder proposal or proxy statement 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.
SEC Approves NYSE and NYSE American $0.25 Minimum Trading Price as Continued Listing Requirement
On August 14, 2026, the Securities and Exchange Commission (SEC) approved proposed rule changes by the New York Stock Exchange LLC (NYSE) and NYSE American LLC (NYSE American) to adopt a new continued listing requirement imposing a minimum trading price of $0.25 per share. This approval follows the SEC’s recent approval of Nasdaq’s new $5 million Market Value of Listed Securities continued listing requirement and reflects a broader trend by the national securities exchanges to tighten continued listing standards for very low-priced and low-market-capitalization issuers.1 Effective July 1, 2027, the new rules are expected to have a particularly significant impact on micro-cap, small-cap and development-stage public companies. Beginning on that date, a NYSE or NYSE American listed security that closes below $0.25 per share on any trading day will be subject to immediate trading suspension and delisting. Overview of the New Requirement Under the approved rules, NYSE and NYSE American will be required to take immediate delisting action if a listed security closes below $0.25 per share on any trading day. This represents a significant change from the exchanges’ historical approach to low-price continued listing deficiencies. For NYSE issuers, the rule amends Section 802.01C of the NYSE Listed Company Manual. For NYSE American issuers, the rule amends Section 1003 of the NYSE American Company Guide. If a security closes below $0.25 per share: the applicable exchange will immediately suspend trading; the exchange will commence delisting proceedings; the issuer will not be eligible to submit a compliance plan or receive a cure period for that deficiency; and the issuer may appeal the delisting determination in accordance with the applicable exchange rules. This represents a significant departure from the traditional approach to many continued listing deficiencies, which often provide issuers with a period to regain compliance while remaining listed. SEC’s Rationale for Approval The SEC approved the rules on an accelerated basis after considering comments from market participants and the exchanges’ stated concerns regarding very low-priced securities. The exchanges argued that securities trading at extremely low prices may be more susceptible to volatility and market manipulation and may raise concerns regarding the maintenance of fair and orderly markets. The SEC agreed that the rules are reasonably designed to address investor protection and market integrity concerns. In its analysis, the SEC noted that securities falling below the $0.25 threshold historically showed a significant likelihood of continuing to trade below that level and, in many cases, were later delisted for other quantitative continued listing deficiencies. At the same time, the SEC acknowledged comments raising concerns that an automatic suspension and delisting trigger could affect issuers experiencing temporary market dislocation or short-term trading pressure. The SEC nevertheless concluded that the delayed effective date and the exchanges’ continuing appeal procedures supported approval. Practical Impact for Listed Companies The new minimum trading price requirement creates a material compliance consideration for NYSE and NYSE American issuers, particularly micro-cap, small-cap, development-stage and capital-intensive companies whose securities trade near or below $1.00 per share. Unlike NYSE’s existing $1.00 average closing price requirement and Nasdaq’s existing $1.00 minimum bid price requirement, both of which generally provide issuers with a period to regain compliance, the new NYSE and NYSE American $0.25 threshold provides no cure period before suspension and delisting proceedings are initiated. NYSE or NYSE American listed issuers should also consider the rule together with other exchange requirements and limitations, including rules relating to reverse stock splits, market capitalization, stockholders’ equity, market value of publicly held shares, public float and shareholder approval requirements. For many smaller issuers, addressing minimum trading price concerns may require advance planning and should not be left until the issuer is already approaching the $0.25 threshold. What Public Companies Should Do Now NYSE and NYSE American listed issuers whose securities trade at low prices should evaluate the potential impact of the new rule before the effective date. Companies should consider: monitoring closing trading prices on an ongoing basis, and reviewing exchange compliance holistically, including market capitalization, equity, and public float requirements; assessing whether the company may be at risk of approaching the $0.25 threshold; evaluating timing and corporate approvals for a potential reverse stock split; considering capital raising or strategic alternatives where appropriate; and developing contingency plans in the event the company’s trading price deteriorates, including considering the potential consequences of a trading suspension, delisting and a possible transition to the OTC market. The delayed effective date of July 1, 2027 is intended to provide affected issuers with time to take proactive steps, including by seeking shareholder approval for a reverse stock split where required. Once effective, however, the rule will not provide for a traditional compliance plan or cure period. * * * * * * * * If you would like further information regarding the new listing standards discussed in this Client Alert or related exchange compliance 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. 1 The SEC’s July 22, 2026 approval of Nasdaq’s $5 million Market Value of Listed Securities continued listing requirement is currently stayed pending further Commission review. For additional information, see Sullivan & Worcester LLP, SEC Stays Approval of Nasdaq’s $5 Million MVLS Continued Listing Requirement Pending Commission Review (August 3, 2026).
44 Sullivan & Worcester Lawyers Selected as “Best Lawyers” Award Recipients
Boston, MA – Sullivan & Worcester today announced that 44 lawyers were recognized in the 2027 edition of Best Lawyers in America®. 40 of the firm’s lawyers in Boston, New York and Washington, D.C. were selected as “Best Lawyers in America®,” and four Sullivan lawyers were recognized as “Ones to Watch” in the U.S. Best Lawyers in America® The firm’s 2027 Best Lawyers in Boston include Victor Baltera (Environmental Law, Real Estate Law); Howard Berkenblit (Corporate Governance Law, Corporate Law); Harvey Bines (Corporate Compliance Law, Corporate Governance Law, Corporate Law); Ashley Brooks (Real Estate Law); Joel Carpenter (Tax Law); Henry Comstock, Jr. (Trusts and Estates); Christopher Curtis (Tax Law); Patrick Dinardo (Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law, Litigation - Bankruptcy); John Graham (Nonprofit / Charities Law, Tax Law); David Guadagnoli (Employee Benefits (ERISA) Law, Tax Law); Warren Heilbronner (Real Estate Law); Zachary Hyde (Patent Law); Richard Jones (Tax Law); Karen Kepler (Real Estate Law); Caroline Kupiec (Tax Law); Thomas Meyers (Patent Law); Lisa Mingolla (Trusts and Estates); Louis Monti (Real Estate Law); Cornelius Murray III (Trusts and Estates); David Nagle (Litigation and Controversy - Tax, Tax Law); Ameek Ashok Ponda (Tax Law); Gregory Sampson (Environmental Law, Land Use and Zoning Law, Real Estate Law); Lewis Segall (Corporate Law, Mergers and Acquisitions Law); Amy Sheridan (Employee Benefits (ERISA) Law, Tax Law); Laura Steinberg (Commercial Litigation); John Steiner (Real Estate Law); Douglas Stransky (Tax Law); Sarah Wellings (Tax Law); and Amy Zuccarello (Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law, Litigation - Bankruptcy). Sullivan’s 2027 Best Lawyers in Washington, D.C. include John Chilton (Mutual Funds Law); Cameron Cosby (Tax Law); Nicole Crum (Mutual Funds Law); David Leahy (Mutual Funds Law); David Mahaffey (Mutual Funds Law, Securities Regulation); and Stephanie Monaco (Corporate Law, Mutual Funds Law, Private Funds / Hedge Funds Law, Securities Regulation). The firm’s 2027 Best Lawyers in New York include Carole Bass (Trusts and Estates); J. Truman Bidwell, Jr. (Corporate Law); Domenick Pugliese (Mutual Funds Law); Constantine Ralli (Trusts and Estates); and Marc Stern (Trusts and Estates). Best Lawyers: Ones to Watch Awardees Best Lawyers awards this recognition to attorneys who are earlier in their careers for their outstanding professional excellence in private practice in the United States. Sullivan’s lawyers earning this award include Alexander Gansebom (Corporate Governance and Compliance Law, Corporate Law, Health Care Law, Mergers and Acquisitions Law, Real Estate Law); Emily Goldschmidt (Corporate Law); Ryan Rosenblatt (Commercial Litigation); and Ashley Tan (Real Estate Law). Best Lawyers Selection Methodology Recognition by Best Lawyers in America® is based on a peer review process designed to capture the consensus opinion of leading lawyers about the professional abilities of their colleagues within the same geographical and legal practice areas. About Sullivan Sullivan & Worcester (Sullivan) is a premier, AmLaw 200 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.
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.

Howard E. Berkenblit

Howard specializes in counseling both public and private companies involved in equity and debt financings, including IPOs and follow-on public offerings as well as private placements, and regularly advises clients regarding ongoing corporate governance and disclosure matters, stock exchange listing standards and Sarbanes-Oxley Act and Dodd-Frank Act compliance.

Howard advises companies in a number of industries including real estate investment trusts (REITs), technology and life sciences companies. As part of his practice, Howard frequently advises Israeli and other international companies that seek to have their securities traded in the United States. His clients vary in size from smaller reporting companies and emerging growth companies to well-known seasoned issuers and are listed on Nasdaq, NYSE and OTC.

Howard excels at deciphering complex SEC rules and advising clients in how to apply them. He efficiently works through "gray" areas with clients to achieve an appropriate balance of business goals within the parameters of legal constraints. Howard's goal is to help companies and their executives effectively negotiate transactions and achieve well-honed communications and disclosures as part of their overall strategies.

When not advising on Capital Markets matters, Howard enjoys long-distance running and acting in community theater productions.

Viewpoints
All Viewpoints
SEC Proposes to Rescind the Shareholder Proposal Rule and Modernize the Proxy Solicitation Process
On September 16, 2026, the Securities and Exchange Commission (SEC) issued two proposals that, if adopted, would represent significant changes to the federal proxy rules for U.S. public companies. The first proposal would eliminate Rule 14a-8 under the Securities Exchange Act of 1934 (Exchange Act). Rule 14a-8 currently requires companies to include qualifying shareholder proposals in their proxy materials and has been part of the federal proxy rules for more than 80 years. The proposal would also give companies greater discretion to vote proxies on shareholder proposals that are not included in their proxy materials. The second proposal is more practical – it would update several requirements that the SEC views as outdated in light of EDGAR and modern electronic communications. Most notably, it would eliminate the obligation to deliver a separate annual report to shareholders and shorten the minimum broker search period from 20 business days to 5 business days before the record date for a shareholder meeting. The public comment period for these proposals will remain open for 60 days following publication in the Federal Register, following which the SEC may approve, modify or abandon the proposed changes. Thus, until any changes are adopted, companies should plan for the 2027 proxy season under the current rules. Rescission of Rule 14a-8 Rule 14a-8, written in a Q&A format, requires shareholders to include certain shareholder proposals in company proxy statements, subject to a list of allowed exclusions, which are often the subject of dispute between companies and the proponents. If Rule 14a-8 is rescinded, federal law would no longer determine which shareholder proposals a company must include in its proxy materials. That question would be left to the law of the company's state of incorporation and, where state law allows, to the company's charter and bylaws. The SEC's main argument is that it lacks the authority to regulate this area. In its view, Section 14(a) of the Exchange Act allows the SEC to regulate how proxies are solicited and what shareholders must be told. It does not allow the SEC to decide which matters shareholders are entitled to vote on, which is a question of state corporate law. The SEC also offers policy reasons, notably the rising costs of the process for companies and the fact that most proposals receive little shareholder support. It also notes that a small group of repeat proponents accounts for most submissions. Finally, it says the federal rule has discouraged states from developing their own approach to shareholder proposals. This proposal is a continuation of a process in which the SEC staff has largely stopped reviewing company requests to exclude shareholder proposals over the past year. Even if the SEC will rescind the rule, shareholder proposals will not disappear. Proponents are likely to submit proposals directly under state law and company advance notice bylaws, commonly called "floor proposals". Most state statutes and company governing documents say very little about these proposals, including whether they must appear in the company's proxy materials. We expect states, and eventually companies, to fill that gap. Amendments to Rule 14a-4(c) Under the current rules, a shareholder can prevent a company from voting proxies at its discretion on a floor proposal. To do so, the shareholder sends its own proxy materials to shareholders who carry enough shares to pass the proposal. As a result, companies often feel they have no choice but to include these proposals on their own proxy card so that they can counteract the proponents’ proxies. Under the proposed amendments, a company could leave a timely submitted floor proposal off its proxy card and still vote the proxies it receives on that proposal, provided that it: summarizes the proposal in its proxy statement, together with the way it plans to vote the proxies; directs shareholders, on the proxy card, to that summary in the proxy statement; and gives each shareholder the option, through a box on the proxy card, to deny the company discretionary authority over its shares. One check box may cover all such proposals, although companies may choose to offer a separate box for each one. The practical result is that each shareholder, rather than the proponent, decides whether the company may vote that shareholder’s shares on the proposal. The SEC has stated it could adopt this change even if it keeps Rule 14a-8. Modernization of the Proxy Solicitation Rules The second proposal would: end the requirement to deliver or make available an annual report to shareholders, so that a proxy or information statement for a meeting at which directors are elected would only need to follow the filing of the company's Form 10-K (or an annual report furnished on EDGAR). The required contents of an annual report to shareholders substantially overlap with the required contents for an annual report on Form 10-K. Eliminating the annual report to shareholders as a separate required document would save companies preparation time and printing, mailing and webhosting costs; eliminate the stock performance graph requirement, except for investment companies. This currently required graph (other than for smaller reporting companies) illustrates the performance of an investment in the company’s stock over 5 years as compared to certain relevant stock indices. Eliminating the graph would save companies the time and costs of preparing such a graph while at the same time investors can readily obtain such information elsewhere; remove the 20-business-day advance delivery requirement for proxy statements that incorporate information by reference, with parallel changes to Forms S-4 and F-4. Shareholders can readily find incorporated documents without such advance notice - though many companies do not incorporate by reference into their proxy statements, this change could lead to shorter timing to plan shareholder meetings for those that do; eliminate Notices of Exempt Solicitation, both required and voluntary. This filing currently requires certain large shareholders to file a notice if they conduct certain written exempt proxy solicitations; shorten the minimum broker search period from 20 business days to five business days before the record date for a shareholder meeting. Companies are required under the proxy rules to ask record holders for the number of proxy materials needed by the record holders to forward to customers who are beneficial owners of the company. As a practical matter, this “broker search” typically takes only a couple of days so the 20 business day lead time has become outdated; and require contact details for a company representative on the cover page of Schedules 14A and 14C. The broker search and delivery changes would allow companies to hold shareholder meetings on a shorter timeline. What Companies Should Do Now Companies subject to the U.S. proxy rules should: handle shareholder proposals for the 2027 proxy season under the current Rule 14a-8; review their advance notice bylaws and the rules of their state of incorporation on floor proposals; follow legislative developments, particularly in popular states of incorporation like Delaware, Nevada and Texas, before amending their governing documents; consider how the shorter broker search period and the removal of the 20-business-day delivery requirement could affect their meeting timelines; discuss the new proxy card check box and the shorter timelines with their proxy solicitor and transfer agent; and consider submitting comments to the SEC. * * * * * * * * If you would like further information regarding the SEC proposals discussed in this Client Alert or related shareholder proposal or proxy statement 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.
SEC Approves NYSE and NYSE American $0.25 Minimum Trading Price as Continued Listing Requirement
On August 14, 2026, the Securities and Exchange Commission (SEC) approved proposed rule changes by the New York Stock Exchange LLC (NYSE) and NYSE American LLC (NYSE American) to adopt a new continued listing requirement imposing a minimum trading price of $0.25 per share. This approval follows the SEC’s recent approval of Nasdaq’s new $5 million Market Value of Listed Securities continued listing requirement and reflects a broader trend by the national securities exchanges to tighten continued listing standards for very low-priced and low-market-capitalization issuers.1 Effective July 1, 2027, the new rules are expected to have a particularly significant impact on micro-cap, small-cap and development-stage public companies. Beginning on that date, a NYSE or NYSE American listed security that closes below $0.25 per share on any trading day will be subject to immediate trading suspension and delisting. Overview of the New Requirement Under the approved rules, NYSE and NYSE American will be required to take immediate delisting action if a listed security closes below $0.25 per share on any trading day. This represents a significant change from the exchanges’ historical approach to low-price continued listing deficiencies. For NYSE issuers, the rule amends Section 802.01C of the NYSE Listed Company Manual. For NYSE American issuers, the rule amends Section 1003 of the NYSE American Company Guide. If a security closes below $0.25 per share: the applicable exchange will immediately suspend trading; the exchange will commence delisting proceedings; the issuer will not be eligible to submit a compliance plan or receive a cure period for that deficiency; and the issuer may appeal the delisting determination in accordance with the applicable exchange rules. This represents a significant departure from the traditional approach to many continued listing deficiencies, which often provide issuers with a period to regain compliance while remaining listed. SEC’s Rationale for Approval The SEC approved the rules on an accelerated basis after considering comments from market participants and the exchanges’ stated concerns regarding very low-priced securities. The exchanges argued that securities trading at extremely low prices may be more susceptible to volatility and market manipulation and may raise concerns regarding the maintenance of fair and orderly markets. The SEC agreed that the rules are reasonably designed to address investor protection and market integrity concerns. In its analysis, the SEC noted that securities falling below the $0.25 threshold historically showed a significant likelihood of continuing to trade below that level and, in many cases, were later delisted for other quantitative continued listing deficiencies. At the same time, the SEC acknowledged comments raising concerns that an automatic suspension and delisting trigger could affect issuers experiencing temporary market dislocation or short-term trading pressure. The SEC nevertheless concluded that the delayed effective date and the exchanges’ continuing appeal procedures supported approval. Practical Impact for Listed Companies The new minimum trading price requirement creates a material compliance consideration for NYSE and NYSE American issuers, particularly micro-cap, small-cap, development-stage and capital-intensive companies whose securities trade near or below $1.00 per share. Unlike NYSE’s existing $1.00 average closing price requirement and Nasdaq’s existing $1.00 minimum bid price requirement, both of which generally provide issuers with a period to regain compliance, the new NYSE and NYSE American $0.25 threshold provides no cure period before suspension and delisting proceedings are initiated. NYSE or NYSE American listed issuers should also consider the rule together with other exchange requirements and limitations, including rules relating to reverse stock splits, market capitalization, stockholders’ equity, market value of publicly held shares, public float and shareholder approval requirements. For many smaller issuers, addressing minimum trading price concerns may require advance planning and should not be left until the issuer is already approaching the $0.25 threshold. What Public Companies Should Do Now NYSE and NYSE American listed issuers whose securities trade at low prices should evaluate the potential impact of the new rule before the effective date. Companies should consider: monitoring closing trading prices on an ongoing basis, and reviewing exchange compliance holistically, including market capitalization, equity, and public float requirements; assessing whether the company may be at risk of approaching the $0.25 threshold; evaluating timing and corporate approvals for a potential reverse stock split; considering capital raising or strategic alternatives where appropriate; and developing contingency plans in the event the company’s trading price deteriorates, including considering the potential consequences of a trading suspension, delisting and a possible transition to the OTC market. The delayed effective date of July 1, 2027 is intended to provide affected issuers with time to take proactive steps, including by seeking shareholder approval for a reverse stock split where required. Once effective, however, the rule will not provide for a traditional compliance plan or cure period. * * * * * * * * If you would like further information regarding the new listing standards discussed in this Client Alert or related exchange compliance 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. 1 The SEC’s July 22, 2026 approval of Nasdaq’s $5 million Market Value of Listed Securities continued listing requirement is currently stayed pending further Commission review. For additional information, see Sullivan & Worcester LLP, SEC Stays Approval of Nasdaq’s $5 Million MVLS Continued Listing Requirement Pending Commission Review (August 3, 2026).
44 Sullivan & Worcester Lawyers Selected as “Best Lawyers” Award Recipients
Boston, MA – Sullivan & Worcester today announced that 44 lawyers were recognized in the 2027 edition of Best Lawyers in America®. 40 of the firm’s lawyers in Boston, New York and Washington, D.C. were selected as “Best Lawyers in America®,” and four Sullivan lawyers were recognized as “Ones to Watch” in the U.S. Best Lawyers in America® The firm’s 2027 Best Lawyers in Boston include Victor Baltera (Environmental Law, Real Estate Law); Howard Berkenblit (Corporate Governance Law, Corporate Law); Harvey Bines (Corporate Compliance Law, Corporate Governance Law, Corporate Law); Ashley Brooks (Real Estate Law); Joel Carpenter (Tax Law); Henry Comstock, Jr. (Trusts and Estates); Christopher Curtis (Tax Law); Patrick Dinardo (Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law, Litigation - Bankruptcy); John Graham (Nonprofit / Charities Law, Tax Law); David Guadagnoli (Employee Benefits (ERISA) Law, Tax Law); Warren Heilbronner (Real Estate Law); Zachary Hyde (Patent Law); Richard Jones (Tax Law); Karen Kepler (Real Estate Law); Caroline Kupiec (Tax Law); Thomas Meyers (Patent Law); Lisa Mingolla (Trusts and Estates); Louis Monti (Real Estate Law); Cornelius Murray III (Trusts and Estates); David Nagle (Litigation and Controversy - Tax, Tax Law); Ameek Ashok Ponda (Tax Law); Gregory Sampson (Environmental Law, Land Use and Zoning Law, Real Estate Law); Lewis Segall (Corporate Law, Mergers and Acquisitions Law); Amy Sheridan (Employee Benefits (ERISA) Law, Tax Law); Laura Steinberg (Commercial Litigation); John Steiner (Real Estate Law); Douglas Stransky (Tax Law); Sarah Wellings (Tax Law); and Amy Zuccarello (Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law, Litigation - Bankruptcy). Sullivan’s 2027 Best Lawyers in Washington, D.C. include John Chilton (Mutual Funds Law); Cameron Cosby (Tax Law); Nicole Crum (Mutual Funds Law); David Leahy (Mutual Funds Law); David Mahaffey (Mutual Funds Law, Securities Regulation); and Stephanie Monaco (Corporate Law, Mutual Funds Law, Private Funds / Hedge Funds Law, Securities Regulation). The firm’s 2027 Best Lawyers in New York include Carole Bass (Trusts and Estates); J. Truman Bidwell, Jr. (Corporate Law); Domenick Pugliese (Mutual Funds Law); Constantine Ralli (Trusts and Estates); and Marc Stern (Trusts and Estates). Best Lawyers: Ones to Watch Awardees Best Lawyers awards this recognition to attorneys who are earlier in their careers for their outstanding professional excellence in private practice in the United States. Sullivan’s lawyers earning this award include Alexander Gansebom (Corporate Governance and Compliance Law, Corporate Law, Health Care Law, Mergers and Acquisitions Law, Real Estate Law); Emily Goldschmidt (Corporate Law); Ryan Rosenblatt (Commercial Litigation); and Ashley Tan (Real Estate Law). Best Lawyers Selection Methodology Recognition by Best Lawyers in America® is based on a peer review process designed to capture the consensus opinion of leading lawyers about the professional abilities of their colleagues within the same geographical and legal practice areas. About Sullivan Sullivan & Worcester (Sullivan) is a premier, AmLaw 200 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.
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.

Howard E. Berkenblit

Neural Input Technology Company, Wearable Devices Ltd. IPO

Sullivan represented Wearable Devices Ltd., a growth company developing a non-invasive neural input interface technology in the form of a wrist wearable band for controlling digital devices using subtle finger movements for B2B and B2C customers, in its $16 million initial public offering. Wearable Devices is based in Israel and aims to create a world in which the user’s hand becomes a universal input device for touchlessly interacting with technology, and that their technology is setting the standard input interface for the Metaverse.

Howard E. Berkenblit, Oded Har-Even, Tamilla Nurizada and Ilana Neck Levin

Howard E. Berkenblit

Howard E. Berkenblit

Howard E. Berkenblit