Sullivan
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Operating both in London and New York, Sullivan has extensive experience advising and representing banks, insurance brokers, investment funds, traders, professionals and others on a wide variety of insurance-related issues and in insurance disputes.

The practice is unique in offering a multi-disciplinary, integrated insurance and dispute resolution service led by partner Marian Boyle in London, with New York-based Michael Sullivan (also a Registered Foreign Lawyer in England).

The team handles both transactional and contentious instructions and has extensive experience representing leading trade and commodities finance practitioners in a wide range of insurance transactions and disputes. These include London-based proceedings, arbitrations and mediations, the results of which inform the team’s approach to the drafting of commercial insurance contracts.

Policyholder Dispute Resolution

Insurance related disputes are an unwanted disruption and a distraction. We understand that if an insurer disputes your claim, or is slow to accept liability, your objective is to achieve an early and cost-effective resolution.

If a coverage dispute arises or looks likely, the insurance team at Sullivan will provide a rigorous analysis of your prospects of success, and strategic advice on effective claims handling. Wherever possible, we will help you to resolve your claim through negotiation and with a minimum of conflict, in order to preserve your relationships.

If negotiation fails, we vigorously deploy our experience, skill and tenacity on your behalf in pursuing your claim efficiently and economically. We regularly represent commercial and finance clients in coverage disputes throughout the world, including mediations, arbitrations supervised by the London Court of International Arbitration, the American Arbitration Association, and the International Chamber of Commerce, as well as in traditional litigation.

Policy wording Advice and Risk Management

Insurance plays a vital part in the risk management process of all organisations including risk/loss mitigation and risk allocation.

Yet it is often difficult for businesses to assess accurately the extent of the coverage offered by competing policies. If commercial policies are purchased solely on the basis of pricing, the result is often frustration and disappointment when a loss occurs, indemnification is sought, and the claim is delayed or denied.

To avoid this, you need advisers who understand not only the highly specialised insurance legal landscape but also how the insurance market operates in practice. Sullivan’s team are experts in this complex area and can advise you on how well your policy wording covers the risks to which you are exposed.

Firstly, we understand the underlying transaction. Sullivan has deep and broad experience in all manner of commercial and finance transactions. From construction, project and infrastructure to cross-border securitisations (where we represent some of the world’s largest financial institutions) - we regularly advise on the type of deals that you are looking to insure. We also have an unrivalled breadth of knowledge in trade and export finance (where the firm is a recognised market leader, having received numerous awards and industry accolades).

Secondly, we have extensive experience of how the insurance market operates and on the use of insurance as a means of risk transfer across a variety of finance activities (including project finance, construction, receivables finance, securitisation and tax credit transactions, as well as trade, commodity, supply chain and export credit finance).

In addition to supporting structured trade, commodity and pre-export financing, the team also advises on the insurance of corporate finance, energy, property, M&A and outsourcing transactions.

Marian Boyle and the team in London draft and interpret insurance policies and advise on wording improvements to achieve a robust risk transfer and limit the risks of a policy not responding. The team is also expert in the use of insurance as an eligible form of credit risk mitigation under the UK’s Capital Requirements Regulation and the EU’s equivalent capital requirements regimes.

Sullivan’s expertise in advising on policy wordings and the management of insurance claims and subrogation actions is complemented by the team’s experience in dealing with the complex issues arising from restructuring of distressed debts that are insured.

Our insurance advisory work also includes advising on sharing the benefits of coverage by way of co-assurance, joint insurance and loss payee structures. Our strong track record in policyholder claims and coverage disputes gives us valuable insight, both into the way insurers operate in a claim scenario and how courts/arbitral panels will likely interpret policy wordings. This experience informs the rigorous approach we take to all our insurance contract-related drafting.

Viewpoints
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Marian Boyle Co-Authors ITFA Guidance Note on ‘Regulatory Requirements and Market Practices for Legal Opinions in Credit Insurance’
Marian Boyle, partner and head of Sullivan’s UK insurance and disputes practices, has co- authored ITFA’s guidance note on "Regulatory Requirements and Market Practices for Legal Opinions in Credit Insurance" published today by ITFA’s Documentation Working Group, of which she is a member. The paper summarises the results of a survey of ITFA members in relation to market practices in obtaining legal opinions when using credit insurance as credit risk mitigation (CRM) under relevant Basel Capital Accord rules and the legislation that implements it. The results were presented at the ITFA Insurance seminar in Paris in June 2023. The paper also provides guidance on the regulatory requirements for external legal opinions, the scope of enforceability opinions, the extent to which certain aspects are addressed by independent legal opinions or by other means, including a bank’s own policies, the use of generic opinions and the frequency of updates.  It provides commentary on the different approaches between banks for reasons beyond regulatory interpretation, such as a bank’s familiarity with the credit insurance product and how frequently it uses the credit insurance market. Available to ITFA members here (log in required), the note will be a useful reference point for bank users of credit insurance when tackling the subject of regulatory legal opinions. For further information about use of legal opinions when using credit insurance as unfunded CRM under relevant Basel capital rules and implementing legislation, please contact Marian Boyle.
Interpreting English Law Contracts: Avoiding the Bear Traps
Written by Marian Boyle (partner) and Samson Verebes (trainee) The importance of clear drafting cannot be overstated. Ambiguity of language can lead to disputes, costly litigation and unintended outcomes. The recent Court of Appeal judgment in Cantor Fitzgerald & Co v Yes Bank Ltd [2024] EWCA Civ 695 provides a useful reminder of the English court’s approach to contractual interpretation, which should inform the drafting of any contract. Background to the Case Cantor Fitzgerald & Co ("Cantor"), a New York-based financial adviser, entered into an agreement with YES Bank Limited ("YES Bank"), a Mumbai-based commercial bank to assist in connection with a financing in return for a US$500,000 retainer as well as 2% of funds raised from their investors. Facing financial hardship, YES Bank sought to raise funds through a further public offer ("FPO"). Under the terms of their agreement, Cantor claimed that it was owed a 2% fee from the subscriptions of the investors under the FPO. The dispute between the parties related to the following term of the agreement: "We have been advised by the Company that it contemplates one or more financing(s) through the private placement, offering or other sale of equity instruments in any form, including, without limitation, preferred or common equity, or instruments convertible into preferred or common equity or other related forms of interests or capital of the Company in one or a series of transactions (a "Financing")," specifically whether the term "private" only qualified "placement" or whether it also qualified "offering or other sale." The Court’s Approach The judgment provides a useful summary of the principles of interpretation any English court is required to consider. It will assess the ordinary meaning of the words used in the context of the contract as a whole and the relevant factual and commercial background, which will exclude prior negotiations. The objective is to identify the intention of the parties, but in an objective sense, namely what a reasonable person, having all the background knowledge which would have been available to the parties, would have understood them to be using the language in the contract. Interpretation is an iterative process in which rival interpretations should be tested against the provisions of the contract and its commercial consequences. The Court of Appeal referenced the fact that the parties have control over the language they use and emphasised the point that, while evidence might be adduced as to the genesis and aim of a contract as part of the admissible factual matrix, evidence of previous negotiations and declarations of subjective intent are inadmissible.  The Court of Appeal unanimously upheld the first instance court’s decision, agreeing with YES Bank’s contention that the term "private" qualified all of the terms following it and thus excluded non-private forms of equity financing (such as the FPO). The Court of Appeal considered that the ordinary meaning of the words used; the contractual context; and the factual matrix all provided material support of YES Bank’s interpretation. Commentary When drafting any form of agreement, it is important to remember that it is likely to be argued that where an adjective or determiner is followed by a list of nouns, it modifies all of them unless a discordant adjective or determiner breaks the pattern. The example given by the trial judge was the expression "negligent act, error or omission". It is unlikely to be assumed that the word "negligent" only applies to "act". Had the agreement separated each component element in the form of a list, for example: "We have been advised by the Company that it contemplates one or more financing(s) through the: a) private placement; b) offering; or c) other sale of equity instruments in any form ...", it could not have been reasonably argued that the word "private" applied to each limb. It is also important to remember that English courts are reluctant to reject the natural meaning of a provision simply because it appears to be a very imprudent term for one of the parties to have agreed, even ignoring the benefit of the wisdom of hindsight. For further information, please contact Marian Boyle or your usual contact at the firm.
Sullivan Lawyers Included in the 2025 Edition of The Best Lawyers in the United Kingdom
London, UK - Sullivan & Worcester is pleased to announce that London partners Geoffrey Wynne, Simon Cook, Mark Norris, Marian Boyle and Sam Fowler-Holmes have been included in the 2025 edition of The Best Lawyers in the United Kingdom®, published today. Geoffrey Wynne, Simon Cook and Sam Fowler-Holmes are included for their work in relation to commodities finance and Mark Norris and Marian Boyle recognised for banking and finance law and insurance law, respectively. Since it was first published in 1983, Best Lawyers has become regarded as a definitive guide to legal excellence, earning respect as a reliable, unbiased source of legal referrals, having grown to provide lists in over 75 countries. About Sullivan Sullivan & Worcester (Sullivan) is a leading global law firm. With over 200 attorneys in Boston, London, New York, Tel Aviv and Washington, DC. 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 on a wide variety of matters and issues affecting them globally. In London, the office’s market-leading and multiple award-winning trade finance practice is the premium provider of legal advice in relation to trade, export and commodity finance transactions to major trade finance banks and other financial institutions, funds, corporate borrowers, agents and trustees, and national and international organisations. The team’s unique offering includes an integrated insurance and dispute resolution service handling both transactional and contentious instructions. The firm hosts bi-monthly webinars for 150+ clients, addressing key trade and export finance issues, as well as publishing its Talking Trade Finance blog and contributing to industry events. Sullivan’s London office is located at Tower 42 in the heart of the City of London. Details are as follows: 25 Old Broad Street, London EC2N 1HQ, Tel: +44 (0)20 7448 1000. For further information please visit the firm’s website, as well as LinkedIn and Twitter.
Sullivan Lawyers Included in the 2024 Edition of The Best Lawyers in the United Kingdom
London, UK - Sullivan & Worcester is pleased to announce that all London partners Marian Boyle, Simon Cook, Sam Fowler-Holmes, Mark Norris and Geoffrey Wynne have been included in the 2024 edition of The Best Lawyers in the United Kingdom®. Sam, recognised for the first time this year, is ranked for his work in commodities law, with Geoff and Simon also included for commodities law and Mark and Marian included for banking and finance law and insurance law, respectively. Since it was first published in 1983, Best Lawyers has become regarded as a definitive guide to legal excellence, earning respect as a reliable, unbiased source of legal referrals, having grown to provide lists in over 75 countries. About Sullivan Sullivan & Worcester (Sullivan) is a leading global law firm. With over 200 attorneys in Boston, London, New York, Tel Aviv and Washington, DC. 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 on a wide variety of matters and issues affecting them globally. In London, the office’s market-leading and multiple award-winning trade finance practice is the premium provider of legal advice in relation to trade, export and commodity finance transactions to major trade finance banks and other financial institutions, funds, corporate borrowers, agents and trustees, and national and international organisations. The team’s unique offering includes an integrated insurance and dispute resolution service handling both transactional and contentious instructions. The firm hosts bi-monthly webinars for 150+ clients, addressing key trade and export finance issues, as well as publishing its Talking Trade Finance blog and contributing to industry events. Sullivan’s London office is located at Tower 42 in the heart of the City of London. Details are as follows: 25 Old Broad Street, London EC2N 1HQ, Tel: +44 (0)20 7448 1000. For further information please visit the firm’s website, as well as LinkedIn and Twitter.