Sullivan
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Biography

With respect to her tax-exempt organization practice, Judith advises organizational clients on the full range of topics and issues that arise when creating and operating a non-profit entity, including legal formation, state registration, recognition of tax exemption, good governance practices, applicable tax rules, grant-making, international activities, fundraising and state and federal compliance. While her practice focuses on charitable organizations, including private foundations, publicly-supported public charities and supporting organizations, she also advises social clubs, trade associations and social welfare organizations.

Judith works closely with individuals in connection with their estate plans, preparing wills and trusts (revocable and irrevocable), as well as ancillary documents such as durable powers of attorney and health care proxies. She advises her individual clients with respect to their charitable giving goals, including the use of private grant-making and operating foundations, supporting organizations, donor-advised funds, restricted gifts, international giving, and qualified charitable distributions from IRA accounts.

Judith's practice also encompasses domicile planning, including representing clients in connection with domicile audits and before the Appellate Tax Board.

Education
  • Harvard Law School (J.D., cum laude)
  • Boston College (M.A.)
  • Albion College (B.A., summa cum laude)
Bar & Court Admissions
  • Illinois
  • Massachusetts
Professional Qualifications
  • Boston Bar Association
  • Co-chair, Tax-Exempt Organizations Section, Boston Bar Association (2014-2016)
Awards & Honors
  • Recommended by The Legal 500 U.S. (2019, 2022)
  • Boston Magazine Top Lawyers, Attorneys for Non-Profits (2025)
Community Engagement
  • Trustee, Trustees of Donations to the Protestant Episcopal Church
  • President, Friends of the Stone Church, Inc.
  • Director, Charles J. Connick Stained Glass Foundation, Inc.
  • Treasurer, Boston Fatherless & Widows Society
Viewpoints
All Viewpoints
The O3BA -- Mixed Incentives for Charities and Their Donors
The One Big Beautiful Bill Act (the “O3BA”), signed into law on July 4, 2025, affects charitable donors and the organizations they support. While most relevant provisions apply for tax years beginning on or after January 1, 2026, the coming changes may impact strategies for 2025 giving as well. Charitable Giving Heightened Exemptions The O3BA increases the personal exemption and extends the high estate and gift tax exemption limit, both of which would have sunset to prior levels at the end of this year.  Charitable organizations are concerned that these increases may have the effect of discouraging lifetime charitable gifts or bequests at death that are, in whole or in part, driven by tax reduction goals.  Specifically, the standard deduction has been permanently increased and enhanced for 2025 and beyond: $31,500 for joint filers, $23,625 for heads of household, and $15,750 for singles. The deduction is adjusted annually for inflation beginning in 2026. The current levels of exemption would have dropped nearly by half without the extension in the O3BA. Because these higher exemption amounts are extended and enhanced, fewer taxpayers will benefit from itemizing deductions.  Consider bunching charitable donations into a single year to exceed the standard deduction, then take the standard deduction in alternate years. Similarly, the estate and gift tax exemption would have fallen to roughly $7 million next year (from its current level of $13,990,000) without the new law, which sets the exemption to $15 million per individual ($30 million per married couple) beginning in 2026, indexed for inflation with no scheduled sunset. Allowable Charitable Deductions for Nonitemizers For the calendar year 2021 a temporary allowance of a deduction for small charitable contributions of cash ($300 or $600 in the case of a joint return) was permitted to taxpayers not electing to itemize their deductions.  Beginning in 2026 and thereafter, this allowance for nonitemizers has been made permanent and increased by more than 3-fold to $1,000 or $2,000 in the case of a joint return.  In many cases, this benefit will be negated by the newly introduced floor on charitable contributions discussed below. The capped charitable deduction for nonitemizers is not available for contributions to (i) most private grant-making foundations, (ii) supporting organizations or (iii) donor advised funds. Extension of 60% Limitation for Certain Cash Gifts The O3BA extends permanently the ability to take into account in any taxable year charitable contributions of cash to qualifying charities for up to 60% of the taxpayer’s contribution base (adjusted gross income (“AGI”) computed without regard to any net operating loss carryback to the taxable year).  Most grant-making private foundations will not qualify for this enhanced deduction. Tax Credit for Donations to Designated Scholarship Granting Organizations Beginning in 2027, a taxpayer residing in a state that has elected to participate may obtain a tax credit of up to $1,700 for cash contributions made to scholarship granting organizations (“SGOs”).  An SGO must be approved by the state and identified on a list of such organizations that the state submits to the Secretary of the Treasury.  An SGO must provide scholarships to students residing in the SGO’s state who are eligible to attend K-12 public school and whose families earn no more than 300% of the median gross income of the applicable area.  The scholarship award may fund only qualified elementary and secondary education expenses, including (i) tuition, fees, academic tutoring, special needs services, books, supplies, and other equipment, such as computer technology or equipment or Internet access, and (ii) room and board, uniforms, transportation, and supplementary items and services (including extended day programs) that are required or provided by the public, private, or religious school where the student is enrolled. The credit is in lieu of a charitable income tax deduction (no double dipping) and is reduced by any amount allowed as a similar credit offered at the state level.  If the credit exceeds limits applied elsewhere in the Code, the tax credit may be carried forward for five years.  The scholarship amount received by a taxpayer or dependent is excluded from gross income. Introduction of Charitable Contribution Floor While the deduction opportunities for nonitemizers is broadened and the 60% limitation is made permanent (good for charities and donors), further limitations are introduced for individuals and corporate donors for tax years beginning on or after January 1, 2026. For individual taxpayers, a charitable income tax deduction will only be available for contributions that exceed .5% (one-half of one percent) of the individual’s contribution base.  For example, if an itemizing taxpayer has a contribution base of $400,000, no income tax deduction will be allowed for the first $2,000 of charitable gifts made because of this floor.  The new floor on charitable contributions applies universally regardless of whether the taxpayer elects to itemize deductions or instead takes the standard deduction plus the enhanced deduction for nonitemizers discussed above.  Contributions disallowed to itemizers because of the .5% floor may be carried forward, but only from a year in which percentage limitations have been exceeded.  However, contributions claimed as a deduction for nonitemizers do not carry forward.  If disallowed due to the .5% floor they are lost permanently.  The interaction between the .5% floor and the non-itemizer allowance creates somewhat of an incongruity.  Congress reinstated the non-itemizer charitable deduction to encourage charitable giving but then imposed a floor that effectively nullifies it for many middle- and upper-income taxpayers.  For example, joint filers with $400,000 of AGI make $2,000 in cash contributions and do not itemize.  No deduction is allowed because of the .5% floor even though it would otherwise be allowable under the non-itemizer benefit.  For corporate donors, the charitable floor in 2026 forward will be 1% (double that for individual taxpayers).  Thus, a charitable deduction will only be available for contributions that (i) exceed 1% of the corporation’s taxable income for the year and (ii) do not exceed 10% of such income.  Contributions disallowed by reason of the 1% floor may be carried forward, but only from years in which the 10% limit is exceeded. Income Tax Rates and Reintroduction of Overall Limitation on Itemized Deductions (the Pease limitation) The Tax Cuts and Jobs Act (“TCJA”) modified and lowered income tax rates and suspended the application of an overall limitation on itemized deductions for calendar tax years 2018 through 2025.  For 2026 going forward, the O3BA extended and enhanced the reduced income tax rates that were scheduled to revert to higher levels under the sunset of the TCJA.  Further, the overall limitation on itemized deductions (the so-called Pease limitation) returns to the law with modifications made by the O3BA.  The TCJA tax brackets for individuals that will continue for 2026 and thereafter are: 10%, 12%, 22%, 24%, 32%, 35% and 37%.[1]  Moreover, TCJA expanded the income range for each bracket.  The TCJA did not change the tax rates on net capital gains and qualified dividends (0%, 15% and 20%) but did modify the breakpoints at which those rates apply for 2018 through 2025.  Accordingly, the tax benefit of charitable contributions will continue to be measured under the reduced income tax rates of the TCJA which are now made permanent.  The new overall limitation on itemized deductions (including the charitable contribution deduction) will reduce the deductions otherwise allowable by 2/37ths (about 5.4%) of the lesser of: (i) the amount of such deductions; or (ii) the amount of taxable income in excess of the break point for taxing income at the 37% rate.  For example, a high bracket taxpayer with $100,000 of itemized deductions would have their deductions reduced by $5,405 (2/37ths) leaving $94,595 deductible.  The lost tax benefit for this reduction would be $2,000 (37% of 5,405).  Thus, the tax benefit for the $100,000 of deductions is reduced from the expected $37,000 at the top bracket to only $35,000.  The 2/37ths fraction is designed to reduce the tax benefit for top bracket taxpayers from 37% to 35%.  The effect of this limitation is a marginal tax rate increase for high income taxpayers but in a way that scales with income and deduction size.  It is a smoother, less punitive alternative to the old Pease limitation.  Strategies for Giving? Individuals who itemize and corporate donors might consider accelerating charitable gifts planned for 2026 into 2025 to avoid the new deduction floors that kick in next year.  Going forward, for some taxpayers it may make sense to strategize about when to itemize -- bunching charitable gifts into “itemizing” years -- and to otherwise claim the standard deduction while also taking advantage of the allowed $1,000 deduction for nonitemizers.  Other provisions of the O3BA, such as the temporary increase in the cap for federal deductions for state and local taxes, will play into these decisions as well. All in all, the O3BA has made a complex area of tax law even more so. Increased Excise Taxes on certain Charitable Organizations College and University Endowments An excise tax on the net investment income of private colleges and universities with large endowments was introduced in 2018.  While sparing smaller schools, the O3BA increases the excise tax that may apply.  Under current law, an excise tax of 1.4% is imposed on the net investment income of a private college or university with more than 500 tuition-paying students (at least half of which are located in the US), if its investment assets (“endowment”) per student, are at least $500,000.  Under the O3BA only schools with at least 3,000 tuition-paying students and large endowments are targeted.  A tiered excise system is introduced: Endowment per Student Applicable Excise Tax $500,000 to $750,000 1.4% $751,000 to $2,000,000 4% More than $2,000,000 8% The O3BA also expands what is included in investment income to encompass interest received on student loans made by the college or university (or a related party), as well as federally subsidized royalty income. Colleges and universities impacted by the increased excise might work with their advisors to consider ways to lessen the burden of the increased excise, such as modifying investments or directing donors of endowment gifts to designated funds or donor advised funds at other public charities or community foundations.  Excise Tax on Compensation over One Million Dollars Since 2018, a tax-exempt organization has been subject to a 21% excise tax on compensation paid to its five highest compensated employees (including certain prior employees) that is in excess of $1,000,000.  Beginning in 2026, the O3BA eliminates the “five highest” requirement, meaning the 21% excise tax is due on compensation paid to any employee to the extent that compensation for that employee exceeds the $1,000,000 threshold. *** If you have any questions or would like to discuss this Client Alert, please contact one of the Sullivan lawyers listed above. [1] The pre-TCJA tax brackets that will now not come back into effect were scheduled to be: 10%, 15%, 25%, 28%, 33%, 35% and 39.6%.
Relief to Nonprofits and Incentives for Charitable Giving under the CARES Act
The Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), signed into law by President Trump on March 27, 2020, provides access to loans or tax credits to certain nonprofit organizations and encourages increased charitable giving to most public charities in 2020. For a more general discussion of the CARES Act's benefits for small businesses and individuals, click here. Loan and Credit Opportunities Paycheck Protection Program In General: The CARES Act enables the Small Business Administration ("SBA") to provide loans backed by the federal government to qualifying small businesses to pay certain operating costs. Charities described in Internal Revenue Code Section 501(c)(3) and veterans organizations described in Code Section 501(c)(19) are eligible for this program.  If the loan proceeds are put to authorized uses, some or all of the loan may be forgiven, thus turning the loan into a grant. Loan Amount and Use of Proceeds:  The maximum amount that can be borrowed is 2.5 times the average total monthly payroll costs incurred in the one-year period before the loan is made. No loan may exceed $10 million. Proceeds of the loan must be used for payroll costs (including salaries, paid leave, severance payments, healthcare benefit costs, payroll taxes and other costs), interest payments on mortgages, rent payments, utility payments and interest payments on certain debt obligations. Proceeds may not be used for compensation for an individual employee or independent contractor in excess of annual compensation of $100,000, or for compensation to an employee who has a principal residence outside the United States, or for wages already subsidized under one of the new Families First Coronavirus Response Act leave programs. Favorable Terms: Lenders may not charge an interest rate on the loan that exceeds four percent. Principal and interest payments may be deferred for at least six months, but not for more than one year. The loan need not be secured by any collateral and need not be personally guaranteed. The loan may not have any prepayment penalties. As guarantor of the loan, the SBA generally has no recourse against any individual or governing member of an eligible nonprofit for non-payment so long as the nonprofit uses the loan proceeds as permitted under the CARES Act. The fees received by lenders for processing these loans are not imposed on the recipients of the loans. How to Qualify:Eligible nonprofits must submit to their bank a good-faith certification that, among other things, the uncertain economic conditions caused by COVID-19 make the loan necessary to support their operations and that the loan proceeds will be used to retain workers, maintain payroll and make other necessary payments. The applying nonprofit organization must not employ more than 500 employees (including full-time, part-time and other workers).  In determining the number of employees for qualification purposes, nonprofits are subject to the same affiliation rules as other eligible small businesses. Loan Forgiveness:  If a nonprofit uses the loan proceeds in accordance with the requirements of the CARES Act, the principal amount of the loan used for such authorized expenses, but not any associated interest, will generally be forgiven, thus turning the loan into a grant. If a nonprofit reduces its workforce or salaries after receiving a loan under this program, it may not qualify for loan forgiveness or may qualify for only partial forgiveness. In addition, the amount of loan forgiveness is subject to certain reductions including (i) a reduction in the number of employees comparing the period from March 1, 2020 to June 30, 2020 against the period from March 1, 2019 to June 30, 2019 and (ii) a reduction in excess of 25% of compensation in the most recent full quarter in which an employee was paid compensation during the period from March 1, 2020 to June 30, 2020. Nonprofits may re-hire employees previously terminated or increase previously reduced salaries and still qualify for loan forgiveness so long as certain conditions are met. To apply for loan forgiveness, eligible employers will need to submit certain information and documents, including, among others, payroll filings and proof of rent or mortgage payment, a certification that the documentation is true and correct and a certification that the amount for which forgiveness is requested was used for employee retention and other applicable operating expenses. The maturity date for any remaining balance on a loan after certain loan proceeds are forgiven cannot exceed ten years. Amounts forgiven under this program are not included in gross income, and for public charities subject to the public support test, it may be reasonable to consider such amounts as grants received from a governmental entity not subject to the two percent filter. What to Do:  The loans will be processed or underwritten by banks and other SBA approved lenders. Eligible nonprofits can work directly with their banks to obtain loans. Each bank may have specific document requests in addition to the good-faith certification discussed above, so nonprofits should be sure to call their loan officers to discuss. In addition, it is important to consider that any existing credit facilities may contain restrictions on the incurrence of additional debt. Such existing credit facilities should be carefully reviewed and may need to be amended or applicable provisions waived by existing lenders. It is also important to note that proceeds under such existing credit facilities, as well as other sources of cash, may be available for similar uses as loan proceeds under the CARES Act. Employee Retention Credit Employers, including nonprofit employers, may be eligible for a new employee retention credit in an amount equal to 50% of “qualified wages” paid through year-end up to $10,000 per employee. For this purpose, qualified wages include the employer’s health plan costs (typically the applicable premium). Organizations described in Code Sections 501(c)(3) and 501(c)(19) that utilize the Paycheck Protection Program discussed above are not eligible to access this retention credit, and additional rules prevent the claiming of multiple credits available under other programs for the same wages. To benefit from the new credit, the nonprofit employer must be carrying on a trade or business during 2020 and all of its operations must either be fully or partially suspended by a governmental authority as a result of the coronavirus pandemic, or the nonprofit must experience a "significant" decline in gross receipts (measured by comparing prior year comparable quarterly receipts). The credit applies to qualified wages paid between March 13, 2020 and December 31, 2020. Larger employers (average number of full-time employees in 2019 was more than 100) are subject to additional requirements. The credit itself is generally available through a payroll tax deposit reduction, but only with respect to the employer share of FICA (6.2% up to $137,700 (for 2020)). Otherwise, the nonprofit will receive a refund. Additional Resources In addition to the above relief programs, an expansion of the SBA’s emergency Economic Injury Disaster Loan program makes nonprofit organizations with fewer than 500 employees eligible in 2020 to apply for grants for up to $2,000,000 at 2.75% interest.  Nestled in this loan program is an emergency advance grant of $10,000 that can be provided within three days of applying for the loan, and which need not be repaid even if the loan application is ultimately denied. Further, pursuant to the broad authority given to the Secretary of the Treasury to provide liquidity to eligible business and governmental entities under Section 4003 of the CARES Act, larger nonprofit organizations (employing between 500 and 10,000 people) may be eligible to receive loans at 2% interest, with a deferral of interest and principal payments for at least the first six months of the loan. Charitable Giving Incentives Suspension of Percentage Limitation Background:Current law limits to a percentage of adjusted gross income ("AGI") the amount of charitable contributions a taxpayer may deduct in any given year.  The applicable percentage limitation depends on the kind of property donated and the nature of the recipient charity.  In general, the percentage limitation for contributions to a public charity is 50% of AGI for cash gifts and 30% of AGI for gifts of appreciated long-term capital gain property. For tax years beginning after December 31, 2017, the limitation for cash gifts to public charities can be increased to 60% of AGI. The percentage limitations for contributions of cash and certain appreciated capital gain property to a private foundation are 30% and 20%, respectively. Ordering rules apply if gifts to both public charities and private foundations are made. If a taxpayer’s contribution exceeds the applicable limitations, the excess contribution is carried forward to the following five years. New Law:  The CARES Act generally suspends any percentage limitation for "Qualified Contributions" made in 2020 to most public charities.  Qualified Contributions are cash donations to public charities, other than contributions to supporting organizations described in Code Section 509(a)(3) or contributions to create or maintain a donor advised fund described in Code Section 4966(d)(2). The exclusion of supporting organizations and donor advised funds from this definition reflects Congressional intent to encourage contributions directly to operating charities that may be on the frontlines of combatting COVID-19. Notwithstanding, there is no requirement that Qualified Contributions be made for purposes related to COVID-19. The taxpayer must elect to have the percentage limitation suspension apply to the taxpayer’s cash contribution. For contributions by partnerships and Subchapter S corporations, the individual partner or shareholder makes this election. For the extraordinarily generous person, in 2020 it will be possible to offset 100% of the taxpayer’s income (thus eliminating all federal income tax) so long as the excess of the taxpayer’s contributions over the amounts allowed within the existing percentage limitations is composed entirely of Qualified Contributions. For Corporations:  For Qualified Contributions made in 2020 by corporations, the CARES Act increases the current percentage limitation of 10% to 25% of the corporation’s taxable income. Contributions of Food Inventory:  In addition, the percentage limitation that applies to contributions of food inventory to which Code Section 170(e)(3)(C) applies is increased to 25%. Incentive for Individual Non-itemizers The increased standard deduction introduced by the 2017 Tax Cuts and Jobs Act means fewer taxpayers elect to itemize deductions. For 2020 the individual standard deduction is $12,400 and $24,800 for married filing jointly.  Accordingly, the standard deduction has subsumed the deduction of many small charitable contributions. The CARES Act introduces an above-the-line deduction for "qualified charitable contributions" not to exceed $300 for tax years beginning in 2020. This above-the-line deduction is available only to taxpayers who do not elect to itemize deductions.  Qualified charitable contribution for this purpose has the same meaning as a Qualified Contribution described in the preceding section. This new above-the-line provision is only applicable for 2020. Assisting Individuals Impacted by COVID-19 President Trump declared the coronavirus pandemic a qualified disaster under the Robert T. Stafford Disaster Relief and Emergency Assistance Act on March 13, 2020. This declaration means that payments that meet the requirements of a qualified disaster relief payment under Code Section 139 are excludible from an individual’s income. See Sullivan’s Employment & Benefits Client Alert. A qualified disaster relief payment is an amount paid "to reimburse or pay reasonable and necessary personal, family, living, or funeral expenses incurred as a result of a qualified disaster," so long as those expenses are not compensated for by insurance or otherwise.  While these payments cannot be used to exempt income replacement payments (wages), other amounts may be considered exempt. The qualified disaster declaration together with Code Section 139 generally loosens the requirement that nonprofits make a formal needs-based assessment prior to making relief payments to individuals. This is particularly helpful to charities whose primary mission is to assist victims of qualified disasters in a timely manner. There is also a clear pathway for corporate foundations to utilize qualified disaster relief payments to assist employees of their employer sponsor without running afoul of self-dealing rules or making taxable expenditures. Nonprofit organizations more generally also may utilize qualified disaster relief payments to assist their own employees, as well as others in their communities, who are in financial distress due to the pandemic. We can assist your nonprofit organization in crafting a program designed to ensure that the amounts paid to individuals are reasonably expected to be commensurate with the expenses incurred, that the payments do not run afoul of the rules regarding the use of assets to confer an impermissible private benefit and that the payments are reasonably within the scope of the nonprofit’s charitable mission. For additional CARES Act changes not discussed here, click here. *  *  * Sullivan has developed a rapid response team of attorneys to help our clients and our communities cope with the impact of the COVID-19 pandemic and understand the implications of the CARES Act and other actions taken by state governments and the federal government. Please refer to Sullivan’s resource center at sullivanlaw.com/COVID19 for more information and for access to Sullivan’s library of related advisories. Please know that Sullivan is focusing substantial efforts to provide assistance to businesses, nonprofits, and individuals affected by COVID-19 and benefited by the CARES Act. If you have questions about how to move forward and navigate the novel legal issues raised by COVID-19 and/or the CARES Act, please contact your primary Sullivan attorney or send a message to CARES@sullivanlaw.com.
Sullivan & Worcester Attorneys Named to 2025 Top Lawyers List by Boston Magazine
Boston, MA – Sullivan is proud to announce that 20 of its attorneys were selected for inclusion in Boston magazine's 2025 Top Lawyers list. To compile the list, area lawyers were invited to nominate up to three of their peers in a select number of specialties. Those who received the most votes in each specialty were then reviewed by an advisory board of select lawyers, chosen for their credentials and the high number of votes they received. The Sullivan attorneys, recognized by specialty, are: Attorneys for Non-Profits Judith Edington Bankruptcy and Workout Patrick Dinardo Amy Zuccarello Civil Law Litigation Ryan Rosenblatt Commercial Real Estate Ashley Brooks Louis Monti John Steiner Spencer Stone Corporate Law Benjamin Armour Lewis Segall Intellectual Property Rights Kimberly Herman Labor and Employment Erika Todd Land Use/Environmental Gregory Sampson Securities Law Howard Berkenblit Tax Law Joel Carpenter Richard Jones David Nagle Ameek Ashok Ponda Trusts and Estates Maura Carney Steven Cunningham About Sullivan Sullivan & Worcester (Sullivan) is a global, mid-sized 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.
Sullivan Earns Top Rankings in the 2022 Edition of The Legal 500 United States
Boston, MA –Sullivan is pleased to announce that its practice groups and attorneys have been highly ranked and recommended in The Legal 500 United States 2022. Peers and more than 300,000 corporate counsel have been 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 in The Legal 500 United States 2022: Leading Lawyers: The Legal 500’s Guide to Outstanding Lawyers Nationwide Ameek Ashok Ponda- Real Estate Investment Trusts (REITs)  Joel Telpner - Fintech Next Generation Partners: The Legal 500’s Guide to Up-and-Coming Lawyers Nationwide Nicole Crum- Mutual/Registered/Exchange-Traded Funds Practice Areas Ranked and Attorneys Recognized Corporate Governance Sullivan works with a wide client base on their most complex and significant corporate governance and compliance requirements, including public and private companies, real estate investment trusts and mutual funds. Its team is skilled in handling issues over board compositions and board-level decision-making, conflicts of interest, diversity and inclusion, shareholder communications, crisis management and internal and government investigations. It advises Service Properties Trust on a range of issues, such as disclosure requirements, stock exchange listing standards and compliance with the Sarbanes-Oxley Act and Dodd-Frank Act. Key individuals at the firm include Washington DC-based trio David Mahaffey, David Leahy and Nicole Crum (who are key contacts for investment advisers), as well as Domenick Pugliese in New York. Howard Berkenblit is also recommended. Environment: Transactional The environment, energy and natural resources team at Sullivan stands out in particular for its expertise in land use, zoning and environmental permitting work on real estate development projects and Real Estate Investment Trust (REIT) transactions. The well-established team has notable strength advising on pesticide and agricultural chemical transactions, and continues to expand its already extensive client base with new clients in the renewable energy sector, which is a growing area of focus for the department. Victor Baltera, who works out of Boston, is frequently engaged in permitting matters and environmental due diligence for acquisitions and financings of industrial and commercial properties throughout the United States. Fintech Sullivan stands out for its pioneering work in the blockchain and cryptocurrency space, where New York-based group co-chair Joel Telpner "understands seamlessly the business, technology and use-cases of cryptocurrencies and blockchain." Clients include start-ups, emerging companies and major listed entities, as well as governments and public sector bodies. The service offers support on the full spread of transactional and regulatory issues, such as product and currency launches (including sovereign currencies), financings and M&A. New York corporate partner Scott Kaufman is also highly active in this space, representing several entrepreneurs, fintech providers and venture capital firms. Other key individuals include Boston’s Douglas Stransky for related tax issues, and New York’s Natalie Lederman for M&A and corporate finance. Testimonials from clients include: "Joel Telpner is really the number one lawyer in the world, hands down, that understands seamlessly the business, technology and use-cases of cryptocurrencies and blockchain. Joel is the only lawyer I would recommend for the legal side hands down." "The team has deep experience and knowledge in securities law and has developed an expertise around blockchain technology and cryptocurrencies." "Joel Telpner is a smart, engaging professional who is easy to work with and delivers high quality work." General Commercial Disputes Sullivan & Worcester "is an amazing law firm which provides a prompt, practical and personal service." The team is regularly defending clients in commercial claims before federal and state courts and arbitration proceedings. Its scope covers class actions, securities, contract disputes, insurance coverage controversies, environmental issues, fraud claims, and bankruptcy and collections actions. The "dedicated, thorough attorney" Gerry Silver in New York and insolvency disputes-specialist Patrick Dinardo in Boston jointly lead the practice. Laura Steinberg, also in Boston, is well versed in regulatory and fiduciary issues. Other key lawyers include Nicholas O'Donnell.. Clients say: "Sullivan offers pragmatic, concise legal recommendations. They 'cut to the chase' and provide clear analysis of the benefits and risks of options available. Unlike many law firms, they are willing to share their own opinion of which option they recommend." "Gerry Silver is a dedicated, thorough attorney. Not only does he provide excellent legal advice, he has shown over the years that he is committed to acting as a true partner. He knows our business and he is willing to stand strong in providing the legal advice that he believes is in the best interests of our company, even when he knows that this advice might be unpopular. With Gerry, we know we are getting legal support we can trust." "Sullivan’s lawyers are extraordinary. When dealing with the firm, I never have the impression that my matter is unimportant, whatever the dollar amount in issue." Land Use/Zoning The team’s attorneys draw on professional experience at city planning agencies and architects, as well as recent representation of developers in the Greater Boston area, with a focus on life science, office, mixed-use, and housing. Ashley Brooks leads and has a practice that covers more general real estate issues, as well as zoning and permitting. Victor Baltera is the name to note for environmental regulatory issues. Other key lawyers include Karen Kepler. Clients commented: "Fantastic group of people that work hard to meet their client’s goals." "They think like owners and become an extension of your team." "A firm with great resources for all aspects of the real estate development business. The firm has very experience personnel able to help with all arising issues." M&A: Middle-Market (sub-$500m) The firm handles a wealth of M&A transactions with distinct expertise in REIT, fintech and cryptocurrency-related transactions. The practice, which is closely integrated with the firm’s Israel and London offices, is co-chaired by Lewis Segall, an M&A, joint venture and general corporate specialist with particular accomplishment in the energy, advertising, healthcare, communications, manufacturing and software industries. Benjamin Armour, a lawyer who guides clients through all stages of the corporate lifecycle, heads the practice from Boston alongside Segall and also serves as lead of the firm’s Opportunity Zone practice group. Other key lawyers include Angela Gomes and Avi Rao. Mutual/Registered/Exchange-Traded Funds At Sullivan, fund mergers and lift-outs – including fund adoptions and consolidations within fund groups, as well as mergers of unaffiliated funds – are a particular stalwart of the practice. Away from this core area of expertise, the team is also well versed in establishing and registering new funds, including ETFs; providing compliance advice; preparing and reviewing annual prospectus updates, proxy statements and shareholder reports; and advising on federal securities law and state law issues. In Washington, DC, the group is under the joint leadership of David Leahy and David Mahaffey, who work alongside recommended practitioners Nicole Crum and John Chilton. The offering also has a concerted presence in Boston – where John Hunt is the name to note – and New York – where Domenick Pugliese is a key contact. Other key lawyers include Matthew Van Wormer. Client testimonials include: "Their knowledge is very deep and they are so quick to respond." "Their practical insights into the regulatory environment. They do not try to usurp the board’s fundamental role and provide advice when asked or needed in as succinct a way as possible." Private Equity Funds (including Venture Capital) The attorneys at Sullivan counsel a range of alternative investment funds, including real estate funds, unregistered commodity pools, private equity funds, offshore funds, and bank-related common and collective investment funds on all areas of fund formation. The team also assists regional, national and international venture capital firms that invest in early-stage companies across a range of industries, most notably software, telecoms, therapeutics and energy. Institutional investors representation is another stalwart of the practice. Nicole Rives and John Hunt are the core contacts. Other key lawyers include Susan Barnard, William Hanson and Lewis Segall. Clients commented: "Strong team for secondaries work." "William Hanson is simply outstanding. Great attitude, savvy negotiator and very diligent and hard working." Real Estate Karen Kepler acts for for-profit and non-profit organizations, financial institutions and quasi-public agencies in HUD and Fannie Mae-financed developments. Ashley Brooks, who leads the firm's Real Estate Group, is an integral partner with a nationally recognized commercial real estate development practice. Real Estate Investment Trusts (REITs) Sullivan's Boston-based team has a large transactional offering for its public and private REIT clients, including equity and debt offerings, financings and joint ventures. The team has strength advising across the infrastructure, agriculture and property sectors and can leverage its firm-wide capabilities across tax and corporate to give the full-service, particularly to clients converting to REIT status. Angela Gomes manages the group which focuses on corporate finance and securities offerings, respectively. The tax department is led by Ameek Ashok Ponda, who is recommended for structuring REIT transactions and cross-border financings, and John Steiner is a key real estate contact. Clients commented: "The team’s strength lies in its responsiveness to and speed within which the respective counsels revert to us with advice and solutions to complex legal and commercial issues." "Compared to other US law firms, Sullivan has demonstrated a deep understanding of internal billing processes and payment requirements and their conduct is evidenced of the firm being interested in building a business partnership with our organization for a long time." Tax - International Tax Based in Boston, Sullivan provides international tax advice on foreign investment, tax planning and implementation. Its offering includes M&A, dispositions and reorganizations, cross-border financing, foreign tax credits, and US tax deferrals on foreign earnings. Niche expertise includes advising sovereign wealth funds, high-net-worth individuals, and foreign governmental pension plans. Practice head Douglas Stransky focuses on international tax planning for US-based clients investing in foreign jurisdictions. Ameek Ponda handles tax-related matters arising from corporate M&A and public and private REIT activity. Client testimonials include: "We have worked directly with Douglas Stransky and consider his team very professional and helpful. They have certainly added value to our common client’s situation." "Douglas Stransky has been clear and concise in his analysis and conclusions, always thinking outside the box and giving us some asset structure alternatives which the client always appreciates." "Highly skilled individuals with broad understanding of a broad range of issues that impact multinational companies. Network of international contacts who have always met the challenges we have presented them." Tax - U.S. Taxes (contentious) The team at Sullivan represents clients in the manufacturing, software and tech, R&D, and security sectors on tax audits, administrative appeals, and litigation. Practice head David Nagle specializes in tax disputes with the IRS and Massachusetts Department of Revenue, but is experienced in a broad range of SALT-related controversy work; Richard Jones leads the tax group and covers corporate nexus, domicile, and other SALT controversy matters; and Daniel Ryan is a strong federal and state tax litigator. Counsel Judith Edington is an expert in domicile planning and defense of tax-exempt organizations. International tax controversy counsel Lewis Greenwald joined from Alvarez and Marsal in November 2021, while tax counsel Natasha Varyani joined from the faculty of New England Law. Tax - U.S. Taxes (non-contentious) The firm is routinely engaged by a number of high-profile public and private REITs seeking advice on big-ticket transactions, joint ventures, and other advisory issues. Working in close collaboration with the firm’s corporate, real estate, and affordable housing groups, the team also possesses expertise in opportunity zones and multi-jurisdictional taxation rules. Tax department head Ameek Ponda‘s broad REIT practice sees him advising on a diverse mix of commercial ventures, ranging from retail sites to power plants. Practice head Richard Jones is experienced in both state tax litigation and transactional tax planning involving corporate, franchise, and personal income matters. Christopher Curtis is also recommended. About Sullivan Sullivan & Worcester (Sullivan) is a leading AmLaw 200 law firm. With over 200 attorneys in Boston, London, New York, Tel Aviv and Washington, DC, they guide organizations that are rewriting the rules. 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 and has a deep bench for working on a variety of matters and issues affecting clients.

Judith G.H. Edington

Nonprofit Network Drives Skills-First Movement for a More Equitable and Inclusive Future Workforce

Sullivan acts as outside general counsel for Skillsright, Inc., a nonprofit coalition of the country’s top employers and their CEOs with a mission of driving a skills-first movement to unlock career opportunities for talent without four-year degrees, for a more equitable and inclusive future workforce. Sullivan handles a wide range of matters including obtaining the organization’s nonprofit (Internal Revenue Code Section 501(c)(3)) status, advising on a variety of legal issues associated with the organization’s work, negotiating intellectual property rights, drafting employment offers and dealing with related employment and benefits issues, overseeing all contracting issues and advising on corporate governance.

Kimberly Herman, David A. Guadagnoli, Judith G.H. Edington, Erika L. Todd and Michael S. Palmisciano