Sullivan
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Biography

Meghan represents companies and individuals in investigations and administrative proceedings before securities regulators including the Securities and Exchange Commission, the Financial Industry Regulatory Authority and state regulators. She has also led internal investigations on behalf of corporate clients.

Meghan has also represented companies and senior management in actions brought by the SEC, FINRA, Federal Government, former employees and private parties, spearheading all aspects of litigation from pre-trial to appeal.

Prior to joining Sullivan, Meghan served as Principal Counsel in FINRA's Department of Enforcement.

Education
  • Boston University School of Law (J.D., cum laude)
  • Kenyon College (B.A., magna cum laude and phi beta kappa)
Bar & Court Admissions
  • New York
Viewpoints
All Viewpoints
FINRA’s Small-Cap Sweep: Strategic Steps for Broker-Dealers
It has been approximately one (1) month since the Financial Industry Regulatory Authority (FINRA) has launched a targeted review of broker-dealer activity in small-capitalization offerings involving foreign issuers—particularly those with operations in foreign jurisdictions such as China. The scope of the review extends across both public and private offerings of small-cap exchange-listed issuers and applies to firms that have acted as underwriters, bookrunners, syndicate or selling-group members, placement agents, or engaged in follow-on trading or omnibus account activity. For broker-dealers active in this market segment between January 1, 2023, and September 30, 2025, this initiative warrants immediate attention. FINRA’s focus underscores the need for firms to proactively strengthen compliance, supervisory and due-diligence frameworks before scrutiny is initiated. Implications for Broker-Dealers For broker-dealers that have acted in offerings of foreign-issuer small-cap companies, or engaged in corresponding trading, the risk of regulatory inquiry is now heightened. Firms should assume that FINRA may request detailed documentation of supervisory procedures, training materials, due-diligence records, compensation arrangements, and transaction lists. Potential exposure encompasses both the underwriting/placement side and the secondary trading side, particularly where omnibus accounts or affiliate-linked trading have occurred. Moreover, compliance weaknesses in this area may expose firms to broader regulatory focus given FINRA’s emphasis on market integrity and manipulative trading risks in small-cap IPOs. As a result, firms should view this not simply as a matter of historical transactions but as an active compliance priority for present-day operations and future offerings. Strategic Compliance Priorities and Action Plan Broker-dealers should undertake an immediate, firm-wide review of their involvement in relevant small-cap foreign-issuer offerings. This review should begin with an inventory of all transactions, public or private, in which the firm acted as underwriter, bookrunner, syndicate or selling-group member, placement agent, or participated in secondary trading during the relevant period. Firms should review whether their written supervisory procedures (WSPs), compliance manuals, training materials and internal guidance adequately address the risks particular to small-cap foreign-issuer offerings. This includes controls around due diligence of issuers, audit-firm and management backgrounds, beneficial-owner structures, cross-border legal/regulatory risks, syndicate compensation, and trading after the offering. Surveillance systems and trading desk controls should similarly be assessed to ensure they capture unusual trading patterns consistent with manipulative or coordinated activity. Firms should evaluate whether their AML/KYC programs are appropriately scaled to the enhanced risk of foreign issuers and thinly-traded securities, and whether their vendor-risk frameworks adequately cover third-party trading platforms, omnibus accounts, and algorithmic or remote trading tools. From a governance standpoint, senior management, compliance heads and the board should elevate this matter within their risk-assessment frameworks. Firms should consider whether internal audit scopes and independent reviews cover this business line, whether incentives or compensation structures may have encouraged participation in higher-risk offerings, and whether escalation procedures are clearly defined and monitored. Finally, firms should prepare for regulatory engagement by gathering and organizing deal files, training logs, supervisory review documentation, compensation records and transaction lists now, rather than waiting until a request arrives. Key Takeaways The targeted review by FINRA of small-cap foreign-issuer offerings signals a clear regulatory priority and a call to broker-dealers to raise their vigilance. For firms with exposure in this area, now is the time to act. Waiting until after a request is received may leave a firm scrambling and vulnerable to findings of deficient controls or documentation. The themes underpinning the review—cross-border risk, thin-traded securities, manipulative activity, and weak controls—are broader than the specific focus and should prompt firms to proactively enhance controls across the board. Senior leadership should not view this as a niche compliance issue, but rather as a signal of elevated scrutiny across multiple lines of business. With proper preparation, firms can not only respond to potential regulatory requests but demonstrate a thoughtful, forward-looking compliance program aligned with the evolving risk landscape.
FINRA Launches Targeted Review of Small-Cap Foreign Offerings
The Financial Industry Regulatory Authority (FINRA) has announced a targeted review of broker-dealers involved in small-cap initial public offerings (IPOs) and related transactions for companies based in foreign jurisdictions, such as China. The review signals increased regulatory scrutiny of potential stock manipulation risks, cross-border due diligence practices and overall compliance controls within the small-cap market, which includes broker-dealers and ultimately issuers whose stock trades on U.S. exchanges. Overview FINRA’s latest initiative underscores the regulator’s focus on potential market-abuse risks tied to foreign small-cap listings. While FINRA has not specified the impetus for the sweep, the timing aligns with publicly announced emphases on cross-border enforcement efforts. The SEC, which oversees FINRA, announced in September the formation of a task force to combat cross-border fraud and securities-law violations in jurisdictions “where governmental control and other factors pose unique investor risks,” explicitly citing China. Earlier this year, Nasdaq proposed increasing the threshold size of IPOs for Chinese companies, including issuers based in Hong Kong and Macau, to $25 million, versus $15 million for other issuers. According to FINRA, the review targets member firms that participated in multiple small-cap offerings, defined as IPOs raising $25 million or less and priced between $4.00 and $8.00, between January 2023 and September 2025. The inquiry also extends to follow-on offerings and private placements linked to those transactions. Focus Areas FINRA has requested detailed information from firms that served as underwriters, bookrunners, syndicate members, selling group members, or placement agents in the identified offerings. The regulator is seeking documentation that addresses: Due diligence, insider trading and anti-money-laundering (AML) compliance policies, including internal training materials; Supervisory procedures related to cross-border offerings and compliance with SEC Regulation M and FINRA Rule 5210; and Comprehensive transaction records, including all professional participants (e.g., auditors, legal counsel and internal approvers). FINRA’s emphasis on documentation, deal structure and related-party identification indicates a broader assessment of firms’ governance and risk-management frameworks around small-cap and foreign issuer activity. Takeaways for Broker-Dealers Firms active in small-cap or foreign offerings should take immediate steps to assess their exposure and confirm the effectiveness of their compliance controls. Recommended actions include: Reviewing recent and pending small-cap transactions to determine whether they fall within FINRA’s stated parameters. Evaluating supervisory systems, due diligence processes and deal-approval workflows for coverage of cross-border risks and compliance with Regulation M and FINRA Rule 5210. Reviewing annual AML testing results to ensure trading surveillance programs, including alert thresholds, omnibus account oversight and escalation protocols, are effectively in place and reasonably designed to identify and address red flags. Preparing responsive documentation proactively to facilitate timely engagement with FINRA if contacted. Looking Ahead FINRA’s targeted review is part of a broader regulatory trend emphasizing cross-border transparency and control effectiveness. Firms with recurring involvement in small-cap or foreign offerings should anticipate heightened scrutiny from both FINRA and the SEC and ensure that their regulatory and compliance frameworks align with evolving expectations. Sullivan’s Small-Firm Task Force is advising clients on responding to FINRA requests and enhancing compliance programs to withstand heightened scrutiny in this area. The Task Force, comprised of lawyers from the firm’s transactional capital markets, regulatory compliance, and white collar/government investigations practice groups, will use its multidisciplinary approach to defend these inquiries and cost-effectively advance the agenda and priorities of the constituencies impacted by the evolving regulatory focus on targeted inquiries in the small-cap market.
Sullivan & Worcester Announces Creation of Small-Firm Task Force to Address Latest FINRA Small-Cap IPO Sweep
New York, NY – Sullivan & Worcester announced today the creation of its Small-Firm Task Force, a dedicated cross-disciplinary team designed to support small to mid-sized broker-dealers in navigating the review announced by the Financial Industry Regulatory Authority (FINRA) of firms’ practices relating to public and private offerings of small-capitalization, exchange-listed issuers with business operations in foreign jurisdictions, such as China. The FINRA announcement targeting small-cap offerings also seeks to review compliance with Reg M and FINRA Rule 5210, governing quotes of securities. Sullivan’s Task Force is intended to assist firms in responding to inquiries and effecting meaningful compliance during the review period and beyond. In light of FINRA’s renewed focus on small-cap issuers that have foreign business operations, the Task Force brings together members of Sullivan’s market-leading Capital Markets, Government Investigations, Regulatory Compliance and Securities Litigation practice groups. The integrated team offers clients comprehensive, practical counsel tailored to helping issuers, underwriters and other market participants assess, mitigate and manage potential risk exposures, compliance obligations and disclosure challenges. Managing Partner of Sullivan’s New York office David E. Danovitch explained the firm’s move: “No sooner than the industry is beginning to stabilize do we see another major sweep and inquiry into matters that have been covered by various agencies over the past several years. We are uniquely positioned to assist firms in responding to these inquiries. Our longstanding practice throughout Asia and our in-depth experience with Reg M issues and related compliance will now be used as a resource to assist firms in responding to these inquiries and review and, if necessary, proactively improve their procedures.” Danovitch, who also maintains his securities licenses at a small broker-dealer, added: “This is a crushing request that covers nearly three years. The market for small-cap offerings has been challenged since early 2022. The markets are just beginning to improve. This is an unfortunate development.” In addition to Danovitch, Sullivan Partners Michael Dyson and Meghan Rohan will round out the Task Force. The creation of the Small-Firm Task Force underscores Sullivan’s ongoing commitment to helping clients navigate complex legal environments with integrated, forward-thinking solutions. For more information about the Task Force, please contact: David E. Danovitch Partner | New York ddanovitch@sullivanlaw.com | 212 660 3060 Michael T. Dyson Partner | Washington, D.C. mdyson@sullivanlaw.com | 202 775 1217 Meghan Rohan Partner | New York mrohan@sullivanlaw.com | 212 660 3040 About Sullivan Sullivan & Worcester (Sullivan) is a global, mid-sized law firm with lawyers in Boston, London, New York, Tel Aviv and Washington, D.C. Sullivan’s clients, including Fortune 500 companies, leading financial services firms and asset managers, boards of directors, real estate companies, and emerging businesses, rely on Sullivan’s ability to navigate complex legal and operational landscapes, the impeccable judgment of its lawyers, and its commitment to best‑in‑class client service.
Sullivan & Worcester Elevates Four to Partnership in U.S. & Israel
BOSTON, MA – International law firm Sullivan & Worcester LLP announced that it has elevated four partners from three of the firm’s offices. In the U.S., Corporate lawyer Charles E. Chambers Jr. (Boston), Regulatory Compliance lawyer Meghan Rohan (New York), and Tax lawyer Sarah Wellings (Boston) have been elevated to partner effective January 1, 2024. “Charles, Meghan, and Sarah are outstanding legal advisors, and I am pleased to announce their advancement to partner at the firm,” said David Nagle, co-managing partner at Sullivan. “Talented and collaborative, each has demonstrated the top-tier client service that we strive to deliver every day, and each offers the perspective and experience that comes from having practiced outside a law firm. I have every confidence that they will continue to make important contributions to our clients, our firm and our communities.” In the firm’s Israel-based Tel Aviv office, Litigation attorney, Amichay Tessler, has been elevated to the partnership. Oded Har-Even, co-managing partner of Sullivan’s Tel Aviv office, notes that Amichay’s elevation to partner further deepens the bench of the firm’s Israel-based litigation team. “Our Tel Aviv litigators work with clients on a range of high-stakes, complex matters in an array of commercial and civil disputes. Amichay, like all of our litigators, is an excellent advocate who not only provides outstanding counsel but also is a true partner to our clients.” Charles Chambers Jr. represents a diverse client base of public and private companies and broker-dealers on a range of corporate and securities matters, including initial public offerings and other capital markets transactions. He regularly advises clients on securities law compliance matters, including corporate governance, SEC disclosure and periodic reporting. Charles also represents clients in other transactional areas, such as mergers and acquisitions and real estate acquisitions, and assists clients with contract review and other general corporate matters.  Charles previously served as Deputy General Counsel at a national senior living and rehabilitation and wellness services company. He earned his J.D. from Boston University School of Law. Meghan Rohan represents companies and individuals in investigations and administrative proceedings before securities regulators including the Securities and Exchange Commission, the Financial Industry Regulatory Authority, and state regulators. She has also led internal investigations on behalf of corporate clients and has represented companies and senior management in litigation and actions brought by government agencies, former employees and private parties. Prior to joining Sullivan, Meghan served as Principal Counsel in FINRA's Department of Enforcement. She earned her J.D. at Boston University School of Law. Amichay Tessler provides litigation counsel to clients facing shareholder conflicts and proxy contests, class action lawsuits and derivative lawsuits. He advises shareholders and officers of public and private corporations from a variety of industries, including real estate, pharma and cannabis. Amichay represents both plaintiffs and defendants in complex class action suits. In addition to his private practice experience, Amichay previously was the Personal Legal Advisor to the President of the Institute of Certified Public Accountants in Israel. Amichay earned his LL.B. (Bachelor of Laws) at One Academic College and his LL.M. (Master of Laws) at the Hebrew University of Jerusalem. Sarah Wellings is a member of Sullivan’s REIT Practice Group. She advises public and private REITs, both domestic and foreign, in various industries, including: data centers, office buildings, commercial retail space, distributed antenna systems, timberlands, and agricultural properties. She focuses on structuring and compliance work, including cross-border transactions. Sarah also has experience involving federal and state tax litigation and transactional planning involving corporate, franchise, personal income and sales/use tax matters, and in advising tax-exempt organizations, including public charities, on all aspects of operations. Sarah earned her J.D. at Boston College Law School and an LL.M. in Taxation at Boston University School of Law. She is an Adjunct Professor at Villanova University School of Law. About Sullivan Sullivan & Worcester (Sullivan) is a global law firm with approximately 200 attorneys in Boston, London, New York, Tel Aviv and Washington, D.C. Sullivan’s clients, including Fortune 500 companies, leading financial services firms and asset managers, boards of directors, and emerging businesses, rely on Sullivan’s ability to navigate complex legal and operational landscapes, the impeccable judgment of its lawyers, and its commitment to best‑in‑class client service.