Sullivan
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With economies around the world being globalized, the international and cross-border aspects of financing transactions are becoming increasingly essential.

Sullivan's market-leading International & Cross-Border Finance team offers sophisticated and highly customized solutions in cross-border debt and equity financing transactions, advising various types of entities at all stages in the growth cycle. The firm’s highly-experienced cross-border finance practitioners frequently collaborate with their capital markets, tax, securities law and insolvency and restructuring colleagues to provide comprehensive, thoughtful advice on complex transactions and structures, especially those using English law or New York law (or both) as the governing law of key documents.

Whether representing financial institutions, companies (private or public), individuals, or governmental agencies to provide financing, raise funds, invest, and manage risks, our breadth and depth of experience is extensive and truly global.

Collectively, our team excels in handling a wide range of cross-border financing transactions in North and South America, Europe, Asia-Pacific, the Middle East and Africa, including cross-border mergers and acquisitions, international capital markets, cross-border financing, international restructuring and insolvency, insurance advice, also handling dispute resolution, compliance, and regulatory matters.

Sullivan’s London-based finance practice has extensive knowledge of English law requirements and European and other jurisdictional legal and practical variances, providing premier legal advice to a wide range of clients, supporting them on their most ground-breaking transactions. The award-winning team recognizes the importance of carefully considering local legal, regulatory and practical issues, how these issues in one country impact issues in another, and in turn, how these issues affect cross border advice given to clients. These strengths are also complimented by the firm’s particularly strong trade and export finance practice with its emerging markets focus, particularly across Africa.

The firm’s United States-based attorneys provide current, jurisdictionally relevant advice to sophisticated buyers and sellers, borrowers and lenders, advisers and other market participants on all forms of financing and across a wide range of financial market sectors. Our attorneys have extensive experience advising clients on global capital markets transactions, sophisticated debt financing, and multi-jurisdictional mergers and acquisitions.

In Israel, our Tel Aviv-based team’s finance attorneys have an established track record of getting deals done efficiently and commercially in numerous jurisdictions, leveraging both experience and connections in the U.S., Europe, the Middle East and across Asia-Pacific to help advance our clients' objectives. The team regularly advises clients on the full range of cross-border finance issues including capital markets transactions, where the firm advises companies, underwriters, issuers and funds in connection with offerings on the TASE and Nasdaq.

The combined focus of the international finance practice, with expertise in English and New York law (two key governing laws), as well as its cross-border experience, and our innovative and client-centric approach, provide our clients with a fully integrated, inter-disciplinary, and efficient team to meet any global financial transactional needs.

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Sullivan & Worcester Submits Comment to SEC on Foreign Private Issuer Definition
On September 8, 2025, Sullivan & Worcester submitted a comment letter to the U.S. Securities and Exchange Commission (SEC) in response to Release No. 33-11376; File No. S7-2025-01, which seeks public input on the definition of “foreign private issuer” (FPI) and potential reforms to the framework. The letter, authored by Partners Oded Har-Even, Howard Berkenblit and Eric Victorson, with contributions from Associate Ilana Neck Levin, draws on the firm’s extensive experience advising foreign private issuers, particularly Israeli companies, which comprise a significant portion of the U.S.-listed FPI market. Sullivan’s comments emphasize that the Business Contacts Test should remain the central determinant of FPI status. The letter explains that the shareholder test is often unreliable due to incomplete ownership data, volatility in investor residency and its limited alignment with policy objectives. In contrast, the Business Contacts Test, which focuses on where a company’s management, assets and operations are located, provides a consistent, substance-based standard that has served the markets well for decades. The firm noted that putting too much emphasis on shareholder residency or trading activity could wrongly classify genuine foreign companies as U.S. issuers, creating confusion for investors and making it harder for those companies to raise capital. Instead, Sullivan urged the SEC to keep the current framework in place, making only targeted adjustments where there are clear market concerns.
SEC Expands Confidential Submission Options for Issuers to Facilitate Capital Raising
On March 3, 2025, the U.S. Securities and Exchange Commission (SEC) announced expanded accommodations for issuers submitting draft registration statements for nonpublic review. These enhancements are intended to facilitate capital raising for public companies and those planning to go public by providing greater flexibility and confidentiality during the registration process. Filing confidentially allows issuers to address SEC comments and refine their registration statements without immediate public scrutiny. This process can help companies avoid potential market or competitive disadvantages that might arise if sensitive information were disclosed prematurely. By deferring public disclosure until later in the process, issuers can better control the timing and content of their filings, making it easier to access the U.S. capital markets. Key Highlights of the Enhanced Accommodations: Expanded Eligibility for Confidential Submissions: The SEC now permits all issuers, including public companies and those planning initial public offerings, to confidentially submit draft registration statements for any Securities Act registration. This expansion includes follow-on offerings and shelf offerings on Form S-3/F-3 as well as business combinations and exchange offers on Form S-4/F-4. Removal of Time Limits for Post-IPO Confidential Submissions: Issuers may now submit subsequent draft registration statements for confidential review without regard to how much time has passed since their initial Securities Act or Exchange Act registration. The SEC had previously accepted for confidential submission a registration statement that was submitted within the first 12 months of the effectiveness of a company’s initial registration statement. This change offers additional and ongoing flexibility for existing public companies considering follow-on capital raises. Omission of Underwriter Names: In a significant change, issuers may omit the names of underwriters from their initial draft registration statement submissions, deferring this disclosure to subsequent submissions and public filings. This change provides greater flexibility for issuers who may not have finalized their underwriting syndicates but wish to start the SEC review process. Extended Confidential Submission for Exchange Act Registrations: Previously, issuers could not submit draft registration statements for Exchange Act registrations confidentially (Forms 10, 20-F, or 40-F). The new accommodations now allow issuers to submit these registration statements under both Section 12(b) and Section 12(g) of the Exchange Act for nonpublic review. These forms are typically used for registering a class of securities when no immediate offering is planned, allowing issuers to manage disclosure obligations more strategically and prepare for future public offerings without immediate public scrutiny. Public Filing Timing Requirements For IPO and initial Exchange Act registrations, the SEC will continue to review submissions on a confidential basis so long as the issuer publicly files its registration statement and draft confidential submissions at least 15 days before any roadshow or the requested effective date. For subsequent offerings under the Securities Act, confidential draft registration statements must be made publicly available on EDGAR at least two business days prior to the requested effective time and date. For Exchange Act registrations, the public filing requirement remains 30 days for Section 12(b) registrations and 60 days for Section 12(g) registrations. Implications for Public Companies and Capital Raising: By broadening the opportunities for confidential reviews, these new accommodations ease companies’ access to the U.S. public markets to raise capital more efficiently. The expanded accommodations are expected to be well received by issuers, underwriters and other market participants. Issuers should carefully evaluate these new options in planning their capital raising strategies. ***** For further information or to discuss how these changes may impact your financing plans to access the U.S. capital markets, please contact the Sullivan & Worcester LLP attorneys with whom you regularly work or any of the lawyers listed above.
SEC, FINRA Cross-Border Crackdown Typifies Trump 2.0 Priorities
David Danovitch was quoted in the article "SEC, FINRA Cross-Border Crackdown Typifies Trump 2.0 Priorities," published by Bloomberg Law on November 4, 2025. The article discusses the growing US regulatory focus by the Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) on foreign issuers, aiming to crack down on fraud involving overseas companies listing on US exchanges. The approach is in keeping with the Trump administration’s general position toward Chinese businesses and other international competitors.   “There were parties basically hijacking IPOs and using them as vehicles for a pump-and-dump,” David says, referring to foreign issuers reporting questionably large returns despite a lack of sales activity to support such figures.  Nasdaq has proposed rules that would require companies based in China to raise at least $25 million in public offering proceeds to qualify for new listings, under the reasoning that a larger IPO would be more difficult to manipulate. “These are small firms, so our concern is that this could bankrupt a few firms or inhibit their ability to comply properly,” David comments. “You want your regulators to root out the crime and make sure investors here aren’t getting hurt.”
Sullivan Appoints Partner Robert Parson to its Expanding Trade Finance and Emerging Markets Practice in London
London, UK – International law firm Sullivan & Worcester (Sullivan) is pleased to announce the appointment of Robert Parson as a Partner in its London office, further strengthening its expanding and market-leading trade and export finance practice and enhancing its capabilities in relation to the digitalisation of trade and aspects of trade finance, as well as disputes. Robert joins the firm from Squire Patton Boggs. His arrival follows that of Matthew Cox who joined the firm from Holman Fenwick Willan in August 2025 and the promotion of Daniela Barrdear to partner in June 2025, reflecting Sullivan’s continued investment in its leading trade finance team and bringing the trade and export finance team in London to seven partners and a team of associates. Robert Parson brings over 30 years’ experience advising banks, non-bank investors, fintechs, credit insurers and traders on complex cross-border financing arrangements. He is recognised for his work in structured trade, inventory finance and the digitalisation of trade documents, as well as his deep knowledge of advisory work in this area and trade-related disputes, including high-profile letters-of-credit litigation. “Robert’s arrival cements our team as among the largest dedicated trade finance practices,” said Geoffrey Wynne, head of Sullivan's Trade & Export Finance Group and the firm's London office. “His reputation in commodity and trade finance, including the digitalisation of trade and trade finance, as well as disputes, together with his industry advisory expertise, makes him an excellent fit for our practice. He brings extensive experience advising clients across the Middle East, Africa and Asia, bringing insight that will be invaluable to our clients and add real depth to our team. Our expanded practice in London supports clients internationally across the full range of traditional and digital trade finance solutions, advising them as the market continues to evolve with new technologies and funding models. I am pleased to welcome Robert to Sullivan following the arrival of Matthew Cox, who joined us last month.” Robert Parson added: “Sullivan’s trade and export finance reputation is well-established and highly respected. I’m excited to join the firm at such a pivotal time for the commodities and trade finance sectors. As global markets evolve and digital trade and related activities continue to grow, I look forward to helping further strengthen the practice, supporting clients as they navigate increasingly complex challenges.” About Robert Parson Robert received his LLB from the University of Sheffield in 1982 and his LPC from The College of Law, Chester in 1983. He was admitted as a solicitor in England and Wales in 1986. With more than 30 years’ experience in commodities and trade finance law, his practice focuses on structuring deals and complex cross-border financing arrangements for banks, traders, exporters and other participants in the global trade market. Robert is included in the UK Legal 500, 2025’s ‘Hall of Fame’ for Trade Finance and Chambers UK, 2025’s list of Band 2-ranked individuals for Commodities: Trade Finance (UK-wide). He is a member of the Law Society of England and Wales and the ICC Banking Commission Legal Committee. About Sullivan Sullivan & Worcester is a global law firm with approximately 200 attorneys in Boston, London, New York, Tel Aviv and Washington, D.C. Sullivan’s clients, including Fortune 500 companies, leading financial services firms and asset managers, boards of directors, 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. For further information please visit the firm’s website and LinkedIn. Contacts: Geoffrey Wynne Partner, Sullivan & Worcester gwynne@sullivanlaw.com +44 (0)20 7448 1001 Robert Parson Partner, Sullivan & Worcester rparson@sullivanlaw.com +44 (0)20 7448 1006 Will Hulbert PR, Hulbert & Co. will@hulbertandco.com +44 (0)7774 108 699