Sullivan
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Biography

Marian heads Sullivan’s UK insurance and disputes practices, working closely with the firm’s established and multi-disciplinary trade and export finance team, and the firm’s U.S.-based disputes team, providing advice on commercial dispute resolution, insurance and risk management.

With over 30 years' experience, Marian’s contentious experience includes advising clients in relation to disputes arising from trade finance, professional negligence, commercial insurance and breach of contract claims. These disputes are often international in nature and result in large-scale, highly complex multi-party litigation, arbitrations and mediations.

Marian advises banks, insurance brokers, investment funds, government agencies and corporates in relation to their commercial insurance arrangements which support structured trade, commodity and pre-export financings as well as corporate finance, energy, property, M&A and outsourcing transactions.

She advises on the management of insurance claims and subrogation actions and issues arising from the restructuring of insured loans. She also drafts and interprets insurance policies and advises on the use of insurance by credit institutions and investments firms as credit risk mitigation for capital adequacy purposes under the UK’s Capital Requirements Regulation and the EU’s equivalent capital requirements regimes. Marian’s contentious experience informs her approach to policy drafting and eligibility of insurance for use as credit risk mitigation.

Marian has been recognized in the 2023 – 2025 editions of Best Lawyers, United Kingdom for her work in Insurance Law.

Education
  • University College Wales, Aberystwyth
Bar & Court Admissions
  • Solicitor, Senior Courts of England and Wales
Awards & Honors
  • Best Lawyers in the United Kingdom, Insurance Law (2023-2025)
  • Recommended by The Legal 500 UK (2017-2021, 2026-2027)
Additional Publications
  • The Second Edition of “A Practitioner's Guide to Trade and Commodity Finance,” was published in 2021 by Sweet & Maxwell, a division of Thomson Reuters. Edited by Geoffrey Wynne, the guide covers all aspects of trade and commodity finance, from pre-export and structured trade finance to the rise of supply chain finance as part of the techniques involved in receivables finance. Marian, together with Managing Associate Hannah Fearn contributed a chapter on “The use of insurance in trade finance.”
Viewpoints
All Viewpoints
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’s Trade Finance and Venture Capital Practices Recognised by The Legal 500 UK, 2027
London, UK - International law firm Sullivan & Worcester (Sullivan) has been recognised by The Legal 500 UK, 2027 for both Trade Finance and Venture Capital, reflecting the continued strength and expansion of the firm’s London practice areas. Sullivan’s Trade & Export Finance practice has once again received a Tier 1 ranking, maintaining the top-tier position it has held for over a decade. The Legal 500 recognises the firm for its strength “across the full spectrum of trade and commodity finance.” The 2027 edition recognises several members of the Trade & Export Finance team. Geoffrey Wynne, Simon Cook and Robert Parson are included in the Hall of Fame, Mark Norris is recognised as a Leading Partner, Daniela Barrdear as a Next Generation Partner and Geraldine Butac as a Leading Associate. The practice also receives The Legal 500’s client satisfaction accolade for ‘Sector Knowledge’. Client feedback collected independently by The Legal 500 research team highlights the team’s ability to combine technical expertise with practical and commercial advice. One client describes the team as “responsive, pragmatic and commercial,” adding that its lawyers “feel more like an extension of the team.” Geoffrey Wynne and Marian Boyle are also singled out for their combination of technical depth, commerciality and collaborative approach. For the first time, Sullivan’s London office is also recognised in The Legal 500 UK’s Corporate and Commercial – Venture Capital category, where the firm is included as a ‘Firm to Watch’ and receives The Legal 500’s client satisfaction accolade for ‘Sector Knowledge’. James Shaw is recognised as a Leading Partner, while Iain Cockburn is named a Next Generation Partner. The recognition follows the arrival at Sullivan in June 2026 of its 10-lawyer Emerging Companies and Venture Capital team, led by partners James Shaw, Iain Cockburn and Ben Williams. The team, which was named Growth Capital Team of the Year at The Lawyer Awards 2026 shortly before joining Sullivan, advises venture-backed companies, founders and investors across the business lifecycle, including venture financings, M&A, intellectual property strategy and complex strategic advisory matters. Its arrival significantly expanded Sullivan’s transatlantic offering to innovative and high-growth businesses and the investors that support them. Geoffrey Wynne, head of Sullivan’s Trade & Export Finance practice and the London office, said: “We are delighted that the continued strength and depth of our London practice areas has once again been recognised by The Legal 500. The individual rankings across the team, together with the feedback from our clients, are particularly welcome and reflect the experience, commercial approach and commitment of our lawyers.” James Shaw, who leads Sullivan’s Emerging Companies and Venture Capital team, added: “To be recognised by The Legal 500 so soon after joining Sullivan is an encouraging reflection of the strength of the team and the work we are doing for founders, growth companies and investors. Combined with Sullivan’s established international platform, we have an exciting opportunity to support innovative businesses as they grow, raise capital and expand internationally.” About Sullivan 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 and its commitment to best-in-class client service.
Sullivan Advises BAFT and ITFA on Updated CRR Legal Opinions for the 2008 English Law Master Participation Agreement (MPA)
(London and New York) – Sullivan has advised BAFT (the Bankers Association for Finance & Trade) and ITFA (the International Trade and Forfaiting Association) on the publication of the two Capital Requirements Regulation (CRR) legal opinions covering the 2008 English law Master Participation Agreement (MPA). The newly released opinions comprise the EU CRR opinion on English law MPA 2008 and the UK CRR opinion on English law MPA 2008. They are intended for institutions that continue to use the 2008 version of the MPA, having executed it prior to the introduction of the later versions. The publication of these two legal opinions completes the suite of updated CRR legal opinions that Sullivan has prepared for BAFT and ITFA, following the release of the updated opinions covering the other English law MPAs, New York law MPAs and the Surety MPAs earlier this year, which can be read in full, here. Importantly, these opinions note that eligibility for credit risk mitigation (CRM) may only apply if the Participant shares in the fraud risk in the optional wording of Clause 11. As the 2008 English law MPA has long since been superseded, ITFA has announced that these are the final legal opinions that will be issued in respect of that document, reflecting both the age of the underlying template and the increasing difficulty of providing a clean opinion where one of the optional wordings is adopted. Geoffrey Wynne, head of Sullivan’s Trade & Export Finance Group, commented: “We are pleased to have continued our long-standing work with BAFT and ITFA advising on these CRR legal opinions for the 2008 English law MPA. Their publication completes the current suite of opinions available to members and provides support for institutions that continue to use the earlier version of the agreement. It is hoped that institutions will pay heed to reservations and react accordingly.” The Sullivan team advising BAFT and ITFA includes partners Geoffrey Wynne and Marian Boyle in London and partner Natalie Lederman in New York. About Sullivan Sullivan & Worcester (Sullivan) is a global 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 and emerging businesses, rely on Sullivan’s ability to navigate complex legal and operational landscapes and its commitment to best in class client service. For further information, please visit the firm’s website and LinkedIn.

Marian J. Boyle