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Portrait of Matthew J. Van Wormer
Portrait of Matthew J. Van Wormer

Biography

For more than 20 years, Matt’s practice has focused on representing registered investment companies and their independent directors on a broad scope of legal, regulatory, compliance and fund governance matters. He has particular expertise representing the independent directors of all types of investment companies, including mutual funds, exchange-traded funds, interval funds, tender offer funds, listed closed-end funds, and business development companies.

Matt provides guidance on all aspects of the Investment Company Act and Investment Advisers Act and other securities laws and current topics relevant to funds, independent directors, and investment advisers, including with respect to Section 15(c) contract approvals and renewals, oversight of multi-manager and sub-advisory relationships, oversight of affiliated relationships and transactions, disclosure issues, fund governance, ESG matters, cybersecurity, D&O insurance and IDL policies, audit matters, and the launch and reorganizations of funds and fund complexes. He also helps clients develop policies and procedures in connection with new SEC rules and regulations, including with respect to liquidity risk management, derivatives risk management, and fund valuation, as well advise independent directors on their duties and responsibilities related to these new rules.

Matt is known as a loyal adviser to his clients and prides himself on his thoroughness and responsiveness as well as his ability to work well with fund management. Matt’s independent director clients serve on the boards of some of the largest “brand name” mutual fund families in the U.S. Prior to joining to Sullivan, Matt gained valuable, practical in-house experience supporting the registered investment adviser at AIG Investments.  He began his investment management career in Paul Hastings’ New York office.

Matt has been highly ranked by Legal 500 for more than a decade. He has also been an industry conference panelist.

*Matt is not admitted to practice in Washington, D.C.

Education
  • Fordham University School of Law (J.D.)
  • Georgetown University (B.A.)
Bar & Court Admissions
  • New York
Awards & Honors
  • Recommended by The Legal 500 U.S.(2012-2016, 2018-2023)
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Ramifications of the COVID-19 Outbreak on Open-End Investment Companies
By Domenick Pugliese and Rachael Schwartz As the outbreak of COVID-19 has spread internationally, it has impacted almost every facet of life in the United States. Financial markets too have been severely impacted with extreme levels of volatility and, for most broad market indices, the end of the recent long-running bull market. Registered investment companies such as mutual funds ("funds"), and the advisers who manage them, have also seen significant disruptions to many aspects of their businesses and operations. The Securities and Exchange Commission (the "Commission") has been proactive in providing relief to funds, fund boards and to investment advisers in a number of areas. Below we review some of the more significant regulatory-related initiatives implemented in the past few days by the Commission to relieve certain burdens on funds, boards and advisers. We also highlight certain questions or areas of focus which boards may wish to discuss with management in the upcoming weeks. Finally, as travel restrictions have taken wide-spread effect across the country, many boards will be looking to conduct their meetings by video or telephone conference in the coming months. We provide certain practical tips for boards and management to consider when converting the next in-person board meeting to a video or telephonic meeting. Regulatory Developments On March 13, 2020, the Commission issued an order (the "Emergency Order") providing funds, fund boards and advisers with temporary relief from certain requirement of the Investment Company Act. RELIEF RELATING TO THE IN-PERSON VOTING REQUIREMENT The Emergency Order provides that – until June 15, 2020—funds, boards and advisers will be exempt from the requirement that the following approvals must be done at an in-person meeting: Initial or annual continuance of the investment advisory (or sub-advisory) agreement or any material amendments thereto; Approval of the agreement with the principal underwriter; Approval of the auditors; Approval of 12b-1 plans or material amendments to 12b-1 plans; and Approval of interim investment advisory agreement caused by a change in control where the adviser or its controlling person receives money or other benefit. In order to take advantage of this relief, any such action must be taken at a telephonic meeting or video conference where all directors can hear each other simultaneously. At this meeting, the board must conclude that reliance on the Emergency Order is necessary or appropriate due to circumstances related to current or potential effects of COVID-19. Finally, any matters approved in reliance on the Emergency Order must be ratified at the next in-person meeting by the board, including by a majority of independent Trustees. RELIEF FROM FILING DEADLINES FOR FORM N-CEN AND N-PORT The Emergency Order provides that, with respect to funds that are required to make filings of either Form-N-CEN or N-PORT on or prior to April 30, 2020 (but after March 12, 2020), the deadline for such filing will be extended to no more than 45 days after the original due date provided: The fund determines it is unable to meet the original filing deadline due to circumstances related to the current or potential effects of COVID-19; The fund notifies the Commission by e-mail that it is relying on the Emergency Order along with a brief description of why it could not file the report on a timely basis; The estimated date by which it expects to file the report (the fund is required to file the report prior to the maximum 45 extension deadline if it is able to do so); The fund includes a statement on its public website stating that it is relying on the Emergency Order along with the reasons it could not file the report on a timely basis; and Once filed, the report must include a statement that the fund relied on the Emergency Order and the reasons why it was unable to file the report on a timely basis. RELIEF WITH RESPECT TO THE PREPARATION OR TRANSMITTAL OF ANNUAL AND SEMI-ANNUAL REPORTS The Emergency Order provides that, with respect to funds that are required to transmit annual or semi-annual reports to shareholders on or prior to April 30, 2020 (but after March 12, 2020), the deadline for such transmittal will be extended to no more than 45 days after the original due date provided: The fund determines it is unable to prepare or transmit the report by the original deadline due to circumstances related to the current or potential effects of COVID-19; The fund notifies the Commission by e-mail that it is relying on the Emergency Order along with a brief description of why it could not transmit the report on a timely basis; The estimated date by which it expects to transmit the report (the fund is required to transmit the report prior to the maximum 45 extension deadline if it is able to do so); The fund includes a statement on its public website stating that it is relying on the Emergency Order along with the reasons it could not prepare or transmit the report on a timely basis; and The fund files the report with the Commission within 10 days of its transmission to shareholder. RELIEF RELATING TO PROSPECTUS DELIVERY Finally, the Emergency Order contains a statement from the Commission whereby it announced that the Commission has taken the position that it would not provide a basis for a Commission enforcement action if a registered fund does not deliver a current prospectus to investors under the following circumstances: The fund determines it is unable to deliver the prospectus on a timely basis due to circumstances related to the current or potential effects of COVID-19 The sale of shares to the investor was NOT an initial purchase by the investor of shares of the fund The fund notifies the Commission by e-mail that it is relying on the Emergency Order along with a brief description of why it or any other person required to deliver the prospectus could not deliver the prospectus on a timely basis The estimated date by which it expects to deliver the prospectus The fund includes a statement on its public website stating that it is relying on the Commission position along with the reasons it could not deliver the prospectus on a timely basis, Publishes the current prospectus on its website, and The fund was required to deliver the prospectus on or prior to April 30, 2020 and after March 12, 2020 and the prospectus will be transmitted to shareholders as soon as practicable but no later than 45 days after the original date required. Questions and Areas of Focus for Boards Relating to COVID-19 In the wake of the extreme market volatility and other uncertainties surrounding the COVID-19 pandemic, there are certain areas of focus and questions that boards may want to explore with management and advisers with respect to the funds they oversee. Some of these questions and areas of focus might include: Does the adviser have appropriate and effective business continuity and disaster recovery procedures in place to ensure there will be no business disruption if employees have to work remotely for an extended period of time? Has the adviser had to implement its business continuity plan as of yet? If so, have any issues been uncovered?  If not, is there increased testing to ensure that the adviser will be able to continue business operations without disruption? How has the fund’s liquidity risk management program held up in the recent market volatility? Have there been any issues meeting shareholder redemptions? Have redemptions spiked? Has there been increased call-center activity and how responsive has the call center been throughout this period? Have there been any issues with the fund’s third-party services providers, particular with respect to calculating the fund’s NAV each day? Have you had recent discussions with them about implementation of their business continuity plans and are you comfortable they can continue providing services to the fund? With the recent market volatility has there been any valuation issues? Have pricing services continued to operate and provide pricing is an acceptable manner? Has the fund’s most significant pricing services implemented their business continuity plans? Have portfolio managers of any funds encountered any significant portfolio management issues or challenges as a result of the coronavirus or market volatility, and if so, what actions have been taken? Has the adviser taken any steps to mitigate risk for any funds that have significant exposure to regions, sectors or industries that are being most affected by the coronavirus outbreak? Has the adviser put any travel restrictions in place related to portfolio manager and/or compliance due diligence trips and how is that impacting operations? Does the adviser or management see the need at this time to take advantage of any of the relief provided by the Commission in the Emergency Order? Considerations when Setting up Telephonic and Video Meetings As funds take advantage of the Emergency Order to turn their next in-person meetings into telephonic or video conferences, boards and management may wish to restructure certain portions of their meetings to better accommodate the telephone or video structure of the meetings. Many board meetings typically run 6-10 hours day and may last one or more days. In this light, it may be appropriate for boards and management to consider the following: Consider revising the meeting agenda to defer until the next in-person meeting certain agenda items which might engender a better discussion in the in-person context, such as matters relating to new business initiatives, product restructurings, fund family product rationalizations, marketing initiatives and the like; In an effort to keep the meeting manageable from the perspective of length and maintaining maximum attention span throughout the call, consider limiting verbal presentations to a critical few, with question and answer format set aside for more routine matters for which written reports have been provided; Consider scheduling a number of breaks through-out the session; Consider instructing all Trustees to inform the board if they need to step out of the meeting for any period of time; Limit participation in the meeting to critical participants and instruct all participants when speaking, to be sure to pause frequently to allow for questions. Participants need to understand that if they do not pause occasionally for questions, other participants may have difficulty breaking in with questions; Be sure that all meeting materials are provided well in advance of the meetings, with none provided only at the meeting. For example, even if technology is used which allows for all participants to simultaneously view presentations during the meeting, consider requiring that such presentations must also be provided in advance of the meeting; and If executive sessions are to be part of the meeting, consider using a technology which can confirm which parties are participating in the meeting at a given time. The situation surrounding COVID-19 remain fluid and fast developing. It is important that all Trustees remain abreast of developments and their potential impact on the funds they oversee.
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Sullivan Earns Top Rankings in the 2023 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 2023. 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 2023: 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 Public companies, private companies, trusts and not-for-profit organizations are among the diverse array of clients at Sullivan & Worcester. Capital markets practice group head Howard Berkenblit in Boston, heads up the team alongside Washington DC-based Nicole Crum, David Mahaffey and David Leahy, who are regularly advised by investment advisers. Matters such as ongoing legal counsel to investment funds, and general ongoing board counselling are standout drivers of activity for the practice. Other key lawyers include Domenick Pugliese. Testimonials from clients include: "Howard Berkenblit is a very qualified corporate and securities practitioner with many years of experience. He has a deep knowledge of securities laws and practices." Dispute Resolution/General Commercial Disputes Sullivan & Worcester's expertise in litigation extends to insurance coverage, trade finance, technology, and tax disputes. The firm is jointly led by New York’s Gerry Silver and Patrick Dinardo in Boston, with Dinardo having vast experience in trust, real estate, and insolvency-related matters before state and federal courts, and Silver focusing his practice on software, privacy, licensing, internet and IT disputes. In Boston, Laura Steinberg offers her knowledge on regulatory and fiduciary matters in federal and state commercial litigation and arbitration to her domestic and international clients.  Employee Benefits, Executive Compensation and Retirement Plans: Design The firm advises on a range of retirement, welfare, equity and deferred compensation plans. The team has a strong track record of providing "practical solutions" to a client list that includes non-profits, investment managers, financial advisory firms and multinational corporations. David Guadagnoli focuses on the design and implementation of nonqualified deferred compensation and equity compensation arrangements, as well as helping clients navigate IRS and DOL audits. Amy Sheridan possesses a strong understanding of Internal Revenue Code, and aids clients in compliance issues. Clients commented: "The dedicated specialists have a knowledge and expertise that’s unmatched. David and Amy always provide a technical, yet understandable approach to solving or preventing retirement plan issues." "Whenever I call David or Amy, they answer the phone and make time to talk through questions or let me bounce ideas off them. They have so much technical knowledge and know the practical answer based on regulatory requirements and the associated risks." "Sullivan & Worcester always have someone who is a technical expert in the field and can explain the issues and provide options." Environment: Transactional Sullivan & Worcester offers clients considerable expertise in deals in the real estate sector, with a strong track record in real estate investment trust (REIT) transactions. It also handles due diligence on transactions, regulatory matters, land use, zoning and environmental permitting work. In Boston, Victor Baltera handles regulatory compliance and permitting matters.  Fintech/Crypto Sullivan & Worcester has developed a good reputation for its advice to the blockchain and cryptocurrency industry, within which it represents an extremely broad range of clients including government entities, cryptocurrencies and start-ups. The firm marries a strong offering in technology, finance and regulation to help with product launches, acquisitions and financings. Corporate partner Natalie Lederman co-chairs the team with Joel Telpner. Other key individuals include emerging companies and venture capital head, Scott Kaufman, and Boston-based M&A head Benjamin Armour. Boston partner Douglas Stransky has good credentials for related tax matters. All lawyers based in New York unless otherwise stated. Testimonials from clients include: "Joel Telpner is an expert in digital assets and blockchain technology. Joel has been a legal resource to me for many years. He has earned a reputation in the industry as a thought leader in this area of law." "Joel Telpner has deep expertise in an area of law (digital assets) that is largely not well understood or developed. Typically, when I ask him a question, he already knows the answer and does not have to research — saving my firm time and money. He has been operating in this industry for many years and has experience that very few lawyers have today. This is due to his foresight to learn about this space early when many discredited it." Land Use/Zoning Life science and laboratory, office, mixed-use, market rate housing, student housing and affordable housing projects, among others, comprise much of the deal flow seen by the rapidly expanding practice group at Sullivan & Worcester. The group represents a client portfolio that includes some of the most active developers in the greater Boston area on complex permitting, land-use, and environmental law mandates. Ashley Brooks serves as practice co-leader, whilst Victor Baltera counsels clients on regulatory compliance and permitting matters. M&A: Middle-Market (sub-$500m) Recognized for its "breadth of knowledge," the firm stands out for its experience in M&A involving REITs, fintech and opportunity zones. Blue-chip public companies and emerging technology players regularly retain the team on middle-market deals, including those that involve multiple jurisdictions. Boston-based Benjamin Armour spearheads the M&A group, and plays an active role in the firm’s blockchain initiative. In the same office, Lewis Segall steers the corporate department on a number of transactional matters, ranging from joint ventures to acquisitions and divestitures in the renewable energy, advertising, healthcare and manufacturing sectors. Other key lawyers include Avinash Rao. Testimonials from clients include: "The firm has a breadth of knowledge and resources to tap into to assist us in a variety of matters. They are skilled at simplifying complex situations and presenting the pros and cons of each so that we can make informed decisions." "Lewis Segall demonstrates a strong understanding of the matters we have presented to him. He helps us to think through the complexities of each situation in the context of the other aspects of our business." Mutual/Registered/Exchange-Traded Funds Sullivan & Worcester provides comprehensive legal services to fund clients, with experience in establishing and registering new funds, providing compliance advice, and handling board governance and shareholder matters. Additionally, the group regularly serves as counsel to prominent investment management firms, advising on securities law compliance, tax planning, and corporate transactions. David Leahy co-leads the team from Washington DC alongside David Mahaffey, who is managing partner of the office. Other core names in the DC group include Nicole Crum, an expert in the representation of boards and board committees, and John Chilton, whose focus is the representation of mutual funds, exchange-traded funds, and BDCs. John Hunt, in Boston, and Domenick Pugliese, who is based in New York, are also key. Other key lawyers include Matthew Van Wormer. Testimonials from clients include: "Knowledgeable; practical advice; responds quickly, listens carefully; focuses on point; does not waste client money." "David Mahaffey – excellent business lawyer; works hard to understand client and client needs; give practical advice." Private Equity Funds (including Venture Capital) The Boston-based team at Sullivan & Worcester covers both the sponsor and investor side, with a notable strength in real estate funds. John Hunt co-leads the department with Nicole Rives, who draws on deep experience advising in the private equity space, and Lewis Segall, the director of the firm’s broader corporate law department. William Hanson heads the secondaries practice and has broad experience advising investment managers in alternative asset classes, with an emphasis on agricultural investing. Other key lawyers include Susan Barnard and Emily Goldschmidt. Testimonials from clients include: "Sullivan has a great depth of team in the practice areas that we utilize and the cross reference between the various practice areas (i.e. private equity, real estate, tax, compliance) is great." "John Hunt is our primary partner contact within the private equity space. He is incredibly responsive, knowledgeable about market terms and a good negotiator." "Extremely client focused in a way that distinguishes Sullivan & Worcester from other law firms. The whole team is very responsive and focused on finding practical solutions to issues." Real Estate Sullivan & Worcester's real estate group led by Ashley Brooks represents developers across the United States with a concentration in greater Boston and across the New England region, on all aspects of development from acquisition, land-use issues, permitting at the state and federal level, debt and equity negotiation, leasing and disposition. Key sectors include life science, office, mixed-use, market rate housing, student housing, affordable housing and industrial properties. Karen Kepler routinely acts for for-profit and non-profit organizations. Testimonials from clients include: "Sullivan has a great depth of bench within practice areas and the cross reference across practice areas (real estate, private equity, tax, compliance, REIT matters) is second to none." Real Estate Investment Trusts (REITs) High-value transactional work is the key focus for Sullivan & Worcester LLP, with the team vastly experienced in representing a full-range of industry clients, including both public and private REITs, on matters ranging from equity and debt offerings, to financings, joint ventures and corporate M&A. The group draws on its deep bench of attorneys – which is led by Angela Gomes – to frequently act on behalf of industry participants across the property, real estate and mortgage sectors, among others. Ameek Ponda is the key name for tax issues – as director of the firm’s tax department he specializes in designing REIT transactions and financial instruments, alongside cross-border financings and M&A. John Steiner is also a key name in the team. All lawyers mentioned are in Boston. Tax - International Tax The Boston-based team has a wide range of expertise in tax matters including licensing arrangements, cross-border REITs, financings and joint ventures. The practice is also well-versed in global tax controversy, litigation and voluntary disclosures related to offshore activities. The team is led by Douglas Stransky who focuses on international tax planning for clients in foreign jurisdictions. Other key lawyers include Marc Stern. Client testimonials include: "The team has excellent work ethics and are very knowledgeable." "Douglas Stransky and Marc Stern are both excellent lawyers, with an admirable disposition and devotion to the legal practice." "I had vast experience working with Doug Stransky and his team in the International Tax practice of Sullivan & Worcester. It is always a pleasure working together with Doug and the rest of the team. They are attuned to the client’s needs, understand the tax considerations both in the US and a very good understanding of the local tax laws, so that the overall solution provided to the clients does not cause any un-necessary tax risks in any jurisdiction. The team is very quick to respond and provide answers to tough situations." Tax - U.S. Taxes (contentious) Sullivan manages tax controversies at all stages, including audits, administrative appeals, and trial and appellate litigation. The group acts for businesses and individuals in disputes with the IRS and state and local tax authorities, in particular the Massachusetts Department of Revenue. Richard Jones leads the tax group within the firm, and has expertise in SALT litigation. David Nagle, co-managing partner and head of tax controversies and litigation, is active in a broad range of SALT controversy, while Daniel Ryan covers federal and state disputes. Associate Caroline Kupiec is a key name. Clients commented: "This team is the best in the business for Massachusetts tax controversies." "Richard Jones is an excellent litigator. He is our 'go to' for Massachusetts litigation." Tax - U.S. Taxes (non-contentious) Sullivan maintains a robust presence in the REIT space, having handled a significant volume of M&A, spin-offs, and C-corporation conversions, an area in which practice co-head Ameek Ponda is a notable figure. Elsewhere, the team combines with the firm’s real estate, affordable housing, and corporate practices to provide advice in relation to opportunity zones. Fellow co-head Richard Jones concentrates on SALT litigation, while international tax head Douglas Stransky is regarded for his capabilities in US-based foreign investments and fintech-related ventures. All named individuals are based in Boston. Other key lawyers include Christopher Curtis, David Nagle and Marc Stern. Clients commented: "Highly knowledgeable with an incredible work ethic." "Douglas Stransky and Marc Stern are both excellent tax lawyers, with an admirable devotion to the legal practice." ‘"Knowledgeable, theoretical and practical group with especially strong REIT tax advice." About Sullivan Sullivan & Worcester (Sullivan) is a leading global law firm with approximately 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’s reach extends beyond the United States. Sullivan has represented clients around the world and has a deep bench for working on a variety of matters and issues affecting clients globally.
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.

Matthew J. Van Wormer

For more than 20 years, Matt’s practice has focused on representing registered investment companies and their independent directors on a broad scope of legal, regulatory, compliance and fund governance matters. He has particular expertise representing the independent directors of all types of investment companies, including mutual funds, exchange-traded funds, interval funds, tender offer funds, listed closed-end funds, and business development companies.

Matt provides guidance on all aspects of the Investment Company Act and Investment Advisers Act and other securities laws and current topics relevant to funds, independent directors, and investment advisers, including with respect to Section 15(c) contract approvals and renewals, oversight of multi-manager and sub-advisory relationships, oversight of affiliated relationships and transactions, disclosure issues, fund governance, ESG matters, cybersecurity, D&O insurance and IDL policies, audit matters, and the launch and reorganizations of funds and fund complexes. He also helps clients develop policies and procedures in connection with new SEC rules and regulations, including with respect to liquidity risk management, derivatives risk management, and fund valuation, as well advise independent directors on their duties and responsibilities related to these new rules.

Matt is known as a loyal adviser to his clients and prides himself on his thoroughness and responsiveness as well as his ability to work well with fund management. Matt’s independent director clients serve on the boards of some of the largest “brand name” mutual fund families in the U.S. Prior to joining to Sullivan, Matt gained valuable, practical in-house experience supporting the registered investment adviser at AIG Investments.  He began his investment management career in Paul Hastings’ New York office.

Matt has been highly ranked by Legal 500 for more than a decade. He has also been an industry conference panelist.

*Matt is not admitted to practice in Washington, D.C.

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Ramifications of the COVID-19 Outbreak on Open-End Investment Companies
By Domenick Pugliese and Rachael Schwartz As the outbreak of COVID-19 has spread internationally, it has impacted almost every facet of life in the United States. Financial markets too have been severely impacted with extreme levels of volatility and, for most broad market indices, the end of the recent long-running bull market. Registered investment companies such as mutual funds ("funds"), and the advisers who manage them, have also seen significant disruptions to many aspects of their businesses and operations. The Securities and Exchange Commission (the "Commission") has been proactive in providing relief to funds, fund boards and to investment advisers in a number of areas. Below we review some of the more significant regulatory-related initiatives implemented in the past few days by the Commission to relieve certain burdens on funds, boards and advisers. We also highlight certain questions or areas of focus which boards may wish to discuss with management in the upcoming weeks. Finally, as travel restrictions have taken wide-spread effect across the country, many boards will be looking to conduct their meetings by video or telephone conference in the coming months. We provide certain practical tips for boards and management to consider when converting the next in-person board meeting to a video or telephonic meeting. Regulatory Developments On March 13, 2020, the Commission issued an order (the "Emergency Order") providing funds, fund boards and advisers with temporary relief from certain requirement of the Investment Company Act. RELIEF RELATING TO THE IN-PERSON VOTING REQUIREMENT The Emergency Order provides that – until June 15, 2020—funds, boards and advisers will be exempt from the requirement that the following approvals must be done at an in-person meeting: Initial or annual continuance of the investment advisory (or sub-advisory) agreement or any material amendments thereto; Approval of the agreement with the principal underwriter; Approval of the auditors; Approval of 12b-1 plans or material amendments to 12b-1 plans; and Approval of interim investment advisory agreement caused by a change in control where the adviser or its controlling person receives money or other benefit. In order to take advantage of this relief, any such action must be taken at a telephonic meeting or video conference where all directors can hear each other simultaneously. At this meeting, the board must conclude that reliance on the Emergency Order is necessary or appropriate due to circumstances related to current or potential effects of COVID-19. Finally, any matters approved in reliance on the Emergency Order must be ratified at the next in-person meeting by the board, including by a majority of independent Trustees. RELIEF FROM FILING DEADLINES FOR FORM N-CEN AND N-PORT The Emergency Order provides that, with respect to funds that are required to make filings of either Form-N-CEN or N-PORT on or prior to April 30, 2020 (but after March 12, 2020), the deadline for such filing will be extended to no more than 45 days after the original due date provided: The fund determines it is unable to meet the original filing deadline due to circumstances related to the current or potential effects of COVID-19; The fund notifies the Commission by e-mail that it is relying on the Emergency Order along with a brief description of why it could not file the report on a timely basis; The estimated date by which it expects to file the report (the fund is required to file the report prior to the maximum 45 extension deadline if it is able to do so); The fund includes a statement on its public website stating that it is relying on the Emergency Order along with the reasons it could not file the report on a timely basis; and Once filed, the report must include a statement that the fund relied on the Emergency Order and the reasons why it was unable to file the report on a timely basis. RELIEF WITH RESPECT TO THE PREPARATION OR TRANSMITTAL OF ANNUAL AND SEMI-ANNUAL REPORTS The Emergency Order provides that, with respect to funds that are required to transmit annual or semi-annual reports to shareholders on or prior to April 30, 2020 (but after March 12, 2020), the deadline for such transmittal will be extended to no more than 45 days after the original due date provided: The fund determines it is unable to prepare or transmit the report by the original deadline due to circumstances related to the current or potential effects of COVID-19; The fund notifies the Commission by e-mail that it is relying on the Emergency Order along with a brief description of why it could not transmit the report on a timely basis; The estimated date by which it expects to transmit the report (the fund is required to transmit the report prior to the maximum 45 extension deadline if it is able to do so); The fund includes a statement on its public website stating that it is relying on the Emergency Order along with the reasons it could not prepare or transmit the report on a timely basis; and The fund files the report with the Commission within 10 days of its transmission to shareholder. RELIEF RELATING TO PROSPECTUS DELIVERY Finally, the Emergency Order contains a statement from the Commission whereby it announced that the Commission has taken the position that it would not provide a basis for a Commission enforcement action if a registered fund does not deliver a current prospectus to investors under the following circumstances: The fund determines it is unable to deliver the prospectus on a timely basis due to circumstances related to the current or potential effects of COVID-19 The sale of shares to the investor was NOT an initial purchase by the investor of shares of the fund The fund notifies the Commission by e-mail that it is relying on the Emergency Order along with a brief description of why it or any other person required to deliver the prospectus could not deliver the prospectus on a timely basis The estimated date by which it expects to deliver the prospectus The fund includes a statement on its public website stating that it is relying on the Commission position along with the reasons it could not deliver the prospectus on a timely basis, Publishes the current prospectus on its website, and The fund was required to deliver the prospectus on or prior to April 30, 2020 and after March 12, 2020 and the prospectus will be transmitted to shareholders as soon as practicable but no later than 45 days after the original date required. Questions and Areas of Focus for Boards Relating to COVID-19 In the wake of the extreme market volatility and other uncertainties surrounding the COVID-19 pandemic, there are certain areas of focus and questions that boards may want to explore with management and advisers with respect to the funds they oversee. Some of these questions and areas of focus might include: Does the adviser have appropriate and effective business continuity and disaster recovery procedures in place to ensure there will be no business disruption if employees have to work remotely for an extended period of time? Has the adviser had to implement its business continuity plan as of yet? If so, have any issues been uncovered?  If not, is there increased testing to ensure that the adviser will be able to continue business operations without disruption? How has the fund’s liquidity risk management program held up in the recent market volatility? Have there been any issues meeting shareholder redemptions? Have redemptions spiked? Has there been increased call-center activity and how responsive has the call center been throughout this period? Have there been any issues with the fund’s third-party services providers, particular with respect to calculating the fund’s NAV each day? Have you had recent discussions with them about implementation of their business continuity plans and are you comfortable they can continue providing services to the fund? With the recent market volatility has there been any valuation issues? Have pricing services continued to operate and provide pricing is an acceptable manner? Has the fund’s most significant pricing services implemented their business continuity plans? Have portfolio managers of any funds encountered any significant portfolio management issues or challenges as a result of the coronavirus or market volatility, and if so, what actions have been taken? Has the adviser taken any steps to mitigate risk for any funds that have significant exposure to regions, sectors or industries that are being most affected by the coronavirus outbreak? Has the adviser put any travel restrictions in place related to portfolio manager and/or compliance due diligence trips and how is that impacting operations? Does the adviser or management see the need at this time to take advantage of any of the relief provided by the Commission in the Emergency Order? Considerations when Setting up Telephonic and Video Meetings As funds take advantage of the Emergency Order to turn their next in-person meetings into telephonic or video conferences, boards and management may wish to restructure certain portions of their meetings to better accommodate the telephone or video structure of the meetings. Many board meetings typically run 6-10 hours day and may last one or more days. In this light, it may be appropriate for boards and management to consider the following: Consider revising the meeting agenda to defer until the next in-person meeting certain agenda items which might engender a better discussion in the in-person context, such as matters relating to new business initiatives, product restructurings, fund family product rationalizations, marketing initiatives and the like; In an effort to keep the meeting manageable from the perspective of length and maintaining maximum attention span throughout the call, consider limiting verbal presentations to a critical few, with question and answer format set aside for more routine matters for which written reports have been provided; Consider scheduling a number of breaks through-out the session; Consider instructing all Trustees to inform the board if they need to step out of the meeting for any period of time; Limit participation in the meeting to critical participants and instruct all participants when speaking, to be sure to pause frequently to allow for questions. Participants need to understand that if they do not pause occasionally for questions, other participants may have difficulty breaking in with questions; Be sure that all meeting materials are provided well in advance of the meetings, with none provided only at the meeting. For example, even if technology is used which allows for all participants to simultaneously view presentations during the meeting, consider requiring that such presentations must also be provided in advance of the meeting; and If executive sessions are to be part of the meeting, consider using a technology which can confirm which parties are participating in the meeting at a given time. The situation surrounding COVID-19 remain fluid and fast developing. It is important that all Trustees remain abreast of developments and their potential impact on the funds they oversee.
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Sullivan Earns Top Rankings in the 2023 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 2023. 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 2023: 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 Public companies, private companies, trusts and not-for-profit organizations are among the diverse array of clients at Sullivan & Worcester. Capital markets practice group head Howard Berkenblit in Boston, heads up the team alongside Washington DC-based Nicole Crum, David Mahaffey and David Leahy, who are regularly advised by investment advisers. Matters such as ongoing legal counsel to investment funds, and general ongoing board counselling are standout drivers of activity for the practice. Other key lawyers include Domenick Pugliese. Testimonials from clients include: "Howard Berkenblit is a very qualified corporate and securities practitioner with many years of experience. He has a deep knowledge of securities laws and practices." Dispute Resolution/General Commercial Disputes Sullivan & Worcester's expertise in litigation extends to insurance coverage, trade finance, technology, and tax disputes. The firm is jointly led by New York’s Gerry Silver and Patrick Dinardo in Boston, with Dinardo having vast experience in trust, real estate, and insolvency-related matters before state and federal courts, and Silver focusing his practice on software, privacy, licensing, internet and IT disputes. In Boston, Laura Steinberg offers her knowledge on regulatory and fiduciary matters in federal and state commercial litigation and arbitration to her domestic and international clients.  Employee Benefits, Executive Compensation and Retirement Plans: Design The firm advises on a range of retirement, welfare, equity and deferred compensation plans. The team has a strong track record of providing "practical solutions" to a client list that includes non-profits, investment managers, financial advisory firms and multinational corporations. David Guadagnoli focuses on the design and implementation of nonqualified deferred compensation and equity compensation arrangements, as well as helping clients navigate IRS and DOL audits. Amy Sheridan possesses a strong understanding of Internal Revenue Code, and aids clients in compliance issues. Clients commented: "The dedicated specialists have a knowledge and expertise that’s unmatched. David and Amy always provide a technical, yet understandable approach to solving or preventing retirement plan issues." "Whenever I call David or Amy, they answer the phone and make time to talk through questions or let me bounce ideas off them. They have so much technical knowledge and know the practical answer based on regulatory requirements and the associated risks." "Sullivan & Worcester always have someone who is a technical expert in the field and can explain the issues and provide options." Environment: Transactional Sullivan & Worcester offers clients considerable expertise in deals in the real estate sector, with a strong track record in real estate investment trust (REIT) transactions. It also handles due diligence on transactions, regulatory matters, land use, zoning and environmental permitting work. In Boston, Victor Baltera handles regulatory compliance and permitting matters.  Fintech/Crypto Sullivan & Worcester has developed a good reputation for its advice to the blockchain and cryptocurrency industry, within which it represents an extremely broad range of clients including government entities, cryptocurrencies and start-ups. The firm marries a strong offering in technology, finance and regulation to help with product launches, acquisitions and financings. Corporate partner Natalie Lederman co-chairs the team with Joel Telpner. Other key individuals include emerging companies and venture capital head, Scott Kaufman, and Boston-based M&A head Benjamin Armour. Boston partner Douglas Stransky has good credentials for related tax matters. All lawyers based in New York unless otherwise stated. Testimonials from clients include: "Joel Telpner is an expert in digital assets and blockchain technology. Joel has been a legal resource to me for many years. He has earned a reputation in the industry as a thought leader in this area of law." "Joel Telpner has deep expertise in an area of law (digital assets) that is largely not well understood or developed. Typically, when I ask him a question, he already knows the answer and does not have to research — saving my firm time and money. He has been operating in this industry for many years and has experience that very few lawyers have today. This is due to his foresight to learn about this space early when many discredited it." Land Use/Zoning Life science and laboratory, office, mixed-use, market rate housing, student housing and affordable housing projects, among others, comprise much of the deal flow seen by the rapidly expanding practice group at Sullivan & Worcester. The group represents a client portfolio that includes some of the most active developers in the greater Boston area on complex permitting, land-use, and environmental law mandates. Ashley Brooks serves as practice co-leader, whilst Victor Baltera counsels clients on regulatory compliance and permitting matters. M&A: Middle-Market (sub-$500m) Recognized for its "breadth of knowledge," the firm stands out for its experience in M&A involving REITs, fintech and opportunity zones. Blue-chip public companies and emerging technology players regularly retain the team on middle-market deals, including those that involve multiple jurisdictions. Boston-based Benjamin Armour spearheads the M&A group, and plays an active role in the firm’s blockchain initiative. In the same office, Lewis Segall steers the corporate department on a number of transactional matters, ranging from joint ventures to acquisitions and divestitures in the renewable energy, advertising, healthcare and manufacturing sectors. Other key lawyers include Avinash Rao. Testimonials from clients include: "The firm has a breadth of knowledge and resources to tap into to assist us in a variety of matters. They are skilled at simplifying complex situations and presenting the pros and cons of each so that we can make informed decisions." "Lewis Segall demonstrates a strong understanding of the matters we have presented to him. He helps us to think through the complexities of each situation in the context of the other aspects of our business." Mutual/Registered/Exchange-Traded Funds Sullivan & Worcester provides comprehensive legal services to fund clients, with experience in establishing and registering new funds, providing compliance advice, and handling board governance and shareholder matters. Additionally, the group regularly serves as counsel to prominent investment management firms, advising on securities law compliance, tax planning, and corporate transactions. David Leahy co-leads the team from Washington DC alongside David Mahaffey, who is managing partner of the office. Other core names in the DC group include Nicole Crum, an expert in the representation of boards and board committees, and John Chilton, whose focus is the representation of mutual funds, exchange-traded funds, and BDCs. John Hunt, in Boston, and Domenick Pugliese, who is based in New York, are also key. Other key lawyers include Matthew Van Wormer. Testimonials from clients include: "Knowledgeable; practical advice; responds quickly, listens carefully; focuses on point; does not waste client money." "David Mahaffey – excellent business lawyer; works hard to understand client and client needs; give practical advice." Private Equity Funds (including Venture Capital) The Boston-based team at Sullivan & Worcester covers both the sponsor and investor side, with a notable strength in real estate funds. John Hunt co-leads the department with Nicole Rives, who draws on deep experience advising in the private equity space, and Lewis Segall, the director of the firm’s broader corporate law department. William Hanson heads the secondaries practice and has broad experience advising investment managers in alternative asset classes, with an emphasis on agricultural investing. Other key lawyers include Susan Barnard and Emily Goldschmidt. Testimonials from clients include: "Sullivan has a great depth of team in the practice areas that we utilize and the cross reference between the various practice areas (i.e. private equity, real estate, tax, compliance) is great." "John Hunt is our primary partner contact within the private equity space. He is incredibly responsive, knowledgeable about market terms and a good negotiator." "Extremely client focused in a way that distinguishes Sullivan & Worcester from other law firms. The whole team is very responsive and focused on finding practical solutions to issues." Real Estate Sullivan & Worcester's real estate group led by Ashley Brooks represents developers across the United States with a concentration in greater Boston and across the New England region, on all aspects of development from acquisition, land-use issues, permitting at the state and federal level, debt and equity negotiation, leasing and disposition. Key sectors include life science, office, mixed-use, market rate housing, student housing, affordable housing and industrial properties. Karen Kepler routinely acts for for-profit and non-profit organizations. Testimonials from clients include: "Sullivan has a great depth of bench within practice areas and the cross reference across practice areas (real estate, private equity, tax, compliance, REIT matters) is second to none." Real Estate Investment Trusts (REITs) High-value transactional work is the key focus for Sullivan & Worcester LLP, with the team vastly experienced in representing a full-range of industry clients, including both public and private REITs, on matters ranging from equity and debt offerings, to financings, joint ventures and corporate M&A. The group draws on its deep bench of attorneys – which is led by Angela Gomes – to frequently act on behalf of industry participants across the property, real estate and mortgage sectors, among others. Ameek Ponda is the key name for tax issues – as director of the firm’s tax department he specializes in designing REIT transactions and financial instruments, alongside cross-border financings and M&A. John Steiner is also a key name in the team. All lawyers mentioned are in Boston. Tax - International Tax The Boston-based team has a wide range of expertise in tax matters including licensing arrangements, cross-border REITs, financings and joint ventures. The practice is also well-versed in global tax controversy, litigation and voluntary disclosures related to offshore activities. The team is led by Douglas Stransky who focuses on international tax planning for clients in foreign jurisdictions. Other key lawyers include Marc Stern. Client testimonials include: "The team has excellent work ethics and are very knowledgeable." "Douglas Stransky and Marc Stern are both excellent lawyers, with an admirable disposition and devotion to the legal practice." "I had vast experience working with Doug Stransky and his team in the International Tax practice of Sullivan & Worcester. It is always a pleasure working together with Doug and the rest of the team. They are attuned to the client’s needs, understand the tax considerations both in the US and a very good understanding of the local tax laws, so that the overall solution provided to the clients does not cause any un-necessary tax risks in any jurisdiction. The team is very quick to respond and provide answers to tough situations." Tax - U.S. Taxes (contentious) Sullivan manages tax controversies at all stages, including audits, administrative appeals, and trial and appellate litigation. The group acts for businesses and individuals in disputes with the IRS and state and local tax authorities, in particular the Massachusetts Department of Revenue. Richard Jones leads the tax group within the firm, and has expertise in SALT litigation. David Nagle, co-managing partner and head of tax controversies and litigation, is active in a broad range of SALT controversy, while Daniel Ryan covers federal and state disputes. Associate Caroline Kupiec is a key name. Clients commented: "This team is the best in the business for Massachusetts tax controversies." "Richard Jones is an excellent litigator. He is our 'go to' for Massachusetts litigation." Tax - U.S. Taxes (non-contentious) Sullivan maintains a robust presence in the REIT space, having handled a significant volume of M&A, spin-offs, and C-corporation conversions, an area in which practice co-head Ameek Ponda is a notable figure. Elsewhere, the team combines with the firm’s real estate, affordable housing, and corporate practices to provide advice in relation to opportunity zones. Fellow co-head Richard Jones concentrates on SALT litigation, while international tax head Douglas Stransky is regarded for his capabilities in US-based foreign investments and fintech-related ventures. All named individuals are based in Boston. Other key lawyers include Christopher Curtis, David Nagle and Marc Stern. Clients commented: "Highly knowledgeable with an incredible work ethic." "Douglas Stransky and Marc Stern are both excellent tax lawyers, with an admirable devotion to the legal practice." ‘"Knowledgeable, theoretical and practical group with especially strong REIT tax advice." About Sullivan Sullivan & Worcester (Sullivan) is a leading global law firm with approximately 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’s reach extends beyond the United States. Sullivan has represented clients around the world and has a deep bench for working on a variety of matters and issues affecting clients globally.
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.
Biography Matters Viewpoints News

Featured

News
Sullivan’s Trade Finance and Venture Capital Practices Recognised by The Legal 500 UK, 2027
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

Viewpoints
Massachusetts SJC Upholds MBTA Communities Act Multifamily Zoning Mandate

On Friday, September 18, 2026, the Massachusetts Supreme Judicial Court (the “SJC”) affirmed the dismissal of the Town of Marshfield’s challenge to the MBTA Communities Act (the “Act” or “Section 3A”).[1] The decision confirms that covered municipalities must adopt and maintain zoning that permits multifamily housing as of right in at least one district. It also rejects Marshfield’s four principal theories for avoiding that obligation, which are explored in more

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SEC Proposes New Crypto Custody Framework for Registered Investment Advisers and Regulated Funds

On October 1, 2026, the U.S. Securities and Exchange Commission (the "SEC") proposed a comprehensive new custody framework for crypto assets. Subject to significant conditions, the proposal would permit SEC-registered investment advisers to self-custody certain client crypto assets when no qualified custodian is reasonably available for the particular asset. It also would permit registered investment companies and business development companies ("BDCs," and together with registered investment companies, "regulated funds") to

News
When the Price Is High and There’s Limited Supply

Geoffrey Wynne was quoted in the article "When the Price Is High and There’s Limited Supply," published in Financial World [sub. req'd], the monthly digital magazine of Walbrook Institute London, in October 2026. The article discusses growing concerns over access to critical raw materials and other essential goods, and how those concerns are reshaping global supply chains. It also explores how trade finance can be used to support supply chain resilience and help

News
Sullivan Expands London Trade & Export Finance Practice with Addition of Veronika Koroleva as Counsel

Sullivan & Worcester (Sullivan) has welcomed Veronika Koroleva as counsel in its market-leading Trade & Export Finance practice in London. Joining from Hill Dickinson, where she was Head of Trade Finance, Veronika brings extensive experience in trade and commodity finance, including structured trade, receivables and supply chain finance. Veronika’s arrival builds on the expansion of the practice following the additions of Robert Parson and Matthew Cox as partners in 2025 and

Events
Looking ahead or back to basics? ECA reform priorities to remain competitive

Partner Mark Norris⁠ will participate in GTR Africa 2026 London, hosted by Global Trade Review (GTR) on November 12, the theme for which is “Charting Africa’s trade and export trajectory.” Mark will join the panel discussing “Looking ahead or back to basics? ECA reform priorities to remain competitive”, which will be moderated by Chris Mitman at Acre Impact Capital and include Ram Shalita at Bluebird Finance & Projects and Anders Vium

Events
Trade Finance: Lessons from First Brands and Other Situations

Geoffrey Wynne will join a panel discussion: “Trade Finance: Lessons from First Brands and Other Situations” at the ELFA Annual Conference 2026 on October 13 in London. The panel will examine how investors can learn from recent high-profile situations and adapt their credit analysis to address emerging risks in trade finance. Topics will include the essential role of trade finance and its separate institutional frameworks, cohabitation on issuer balance sheets, structural

Viewpoints
SEC Staff Issues No-Action Relief Permitting Fund Directed Voting Programs

On September 29, 2026, the staff of the U.S. Securities and Exchange Commission (the “SEC”) Division of Investment Management (the “Staff”) issued a no-action letter to the Mutual Fund Directors Forum stating that it would not recommend enforcement action under Rules 14a-3(a), 14a-4(d)(2), 14a-4(d)(3), 14a-4(f), 14a-6(o), 14a-10, and 14a-12(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if an investment company registered under the Investment Company

Events
NASBTS 47th Annual Meeting

Richard Jones will participate in a panel discussion titled "Noteworthy Developments in State and Local Taxation" on October 16, 2026, at the National Association of State Bar Tax Sections' (NASBTS) 47th Annual Meeting in Philadelphia, Pennsylvania. Rich will be joined on the panel by Richard D. Pomp, Alva P. Loiselle Professor of Law at the University of Connecticut School of Law, and James G. Busby, Jr., of The Cavanagh Law Firm

News
Sullivan’s Trade Finance and Venture Capital Practices Recognised by The Legal 500 UK, 2027
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

Viewpoints
Massachusetts SJC Upholds MBTA Communities Act Multifamily Zoning Mandate

On Friday, September 18, 2026, the Massachusetts Supreme Judicial Court (the “SJC”) affirmed the dismissal of the Town of Marshfield’s challenge to the MBTA Communities Act (the “Act” or “Section 3A”).[1] The decision confirms that covered municipalities must adopt and maintain zoning that permits multifamily housing as of right in at least one district. It also rejects Marshfield’s four principal theories for avoiding that obligation, which are explored in more

Viewpoints
SEC Proposes New Crypto Custody Framework for Registered Investment Advisers and Regulated Funds

On October 1, 2026, the U.S. Securities and Exchange Commission (the "SEC") proposed a comprehensive new custody framework for crypto assets. Subject to significant conditions, the proposal would permit SEC-registered investment advisers to self-custody certain client crypto assets when no qualified custodian is reasonably available for the particular asset. It also would permit registered investment companies and business development companies ("BDCs," and together with registered investment companies, "regulated funds") to

News
When the Price Is High and There’s Limited Supply

Geoffrey Wynne was quoted in the article "When the Price Is High and There’s Limited Supply," published in Financial World [sub. req'd], the monthly digital magazine of Walbrook Institute London, in October 2026. The article discusses growing concerns over access to critical raw materials and other essential goods, and how those concerns are reshaping global supply chains. It also explores how trade finance can be used to support supply chain resilience and help

News
Sullivan Expands London Trade & Export Finance Practice with Addition of Veronika Koroleva as Counsel

Sullivan & Worcester (Sullivan) has welcomed Veronika Koroleva as counsel in its market-leading Trade & Export Finance practice in London. Joining from Hill Dickinson, where she was Head of Trade Finance, Veronika brings extensive experience in trade and commodity finance, including structured trade, receivables and supply chain finance. Veronika’s arrival builds on the expansion of the practice following the additions of Robert Parson and Matthew Cox as partners in 2025 and

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