Sullivan
Microsoft has discontinued support for Internet Explorer. To access the Sullivan website, please install a modern browser like Microsoft Edge or Google Chrome.

Backed by a firm of nearly 200 attorneys located in Boston, London, New York, Tel Aviv and Washington, D.C., our Private Equity Transactions Group is a multidisciplinary team of practical and innovative lawyers representing companies, venture capital funds and private equity firms in a wide range of matters. Our size and philosophy uniquely position us to deliver a small-firm feel with large-firm experience.

Business Conference Meeting Presentation: Businessman does Financial Analysis talks to Group of Businessspeople. Projector Screen Shows Stock Market Data, Investment Strategy, Revenue Growth

We also regularly advise a variety of institutional investors, including insurance companies; public, private and foreign pension funds; public and private foundations; and fund of funds in connection with their investments in private equity funds and their direct investments in companies, including as co-investors with a fund or as mezzanine finance providers.

        Representative Client Work

        • Represented a global investment manager of nature-based real assets and natural capital strategies in its organization of a $400 million closed-end, global real estate fund
        • Represented a real estate investment manager in connection with the $750 million organization and seeding of a newly formed fund
        • Represented a real estate investment manager in the organization of a $1.5 billion open-end, global real estate fund
        • Represented a real estate investment manager in the structuring of a $500 million farmland and farmland-plus fund
        • Represented a real estate investment manager in the organization of a $400 million alternative investment fund to draw investors from Asia and the EU
        • Represented a real estate investment manager in a $500 million organization of a novel closed-end carbon fund
        • Represented a property management firm in its $300 million formation of multifamily real estate-focused private equity funds
        • Represented a real estate investment manager in its $500 million acquisition of limited partnership interests in private equity funds and co-investment vehicles
        • Represented a private equity firm in connection with a $390 million acquisition
        • Represented a private equity firm in connection with an $83 million acquisition
        • Represented a real estate investment manager in the formation of a $500 million fund for investment in North American timberland
        • Represented a real estate investment manager in receiving a $300 million European investment
        • Represented a real estate investment manager in the formation of a $150 million fund
        • Represented a real estate investment manager in its negotiation of a developing co-investment vehicle with $200 million in commitments 
        • Represented a private equity fund in its $140 million acquisition of a public software company
        • Represented a European private investment fund as lead in a $17.3 million Series C financing round for U.S.-based medical device company
        • Represented a Middle Eastern sovereign wealth fund as lead in a $25 million Series B financing venture round for a U.S.-based cleantech company
        • Represented two insurance companies and a fund of funds in an $80 million equity co-investment with a buyout fund sponsor in the acquisition of a security systems technology company
        • Represented two insurance companies, an investment manager and institutional endowment fund in a $90 million equity investment in a vineyard properties investment fund
        • Represented an insurance company and mezzanine fund in a $12 million equity co-investment with a buyout fund sponsor in the acquisition of a specialty chemicals manufacturer
        • Represented a telecom tower company in $15 million expansion/growth preferred equity investment by a private equity group
        • Represented a supply and contract management software provider in its sale by auction to a private equity group
        • Represented the founders in the $120 million sale of a personal care products company to private equity fund
        Viewpoints
        All Viewpoints
        Corporate Transparency Act Ruled Unconstitutional
        The Corporate Transparency Act (CTA) requires most entities formed or registered to do business in the United Sates to report to the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) certain information about each entity and personal information about its beneficial owners and, in some cases, the individuals who formed the entity.  On March 1, 2024, the U.S. District Court for the Northern District of Alabama declared the CTA to be an unconstitutional exercise of congressional authority in the case of National Small Business United v. Yellen.  The court held that the CTA “exceeds the Constitution’s limits on the legislative branch and lacks a sufficient nexus to any enumerated power to be a necessary or proper means of achieving Congress’ policy goals.” The court’s decision, while narrow in scope, places the future of the CTA in an uncertain light. The court also enjoined the Government from enforcing the CTA, but that injunction only applies to the plaintiffs in that particular case – the CTA otherwise remains effective, at least for the time being. The Corporate Transparency Act Congress enacted the CTA on January 21, 2021 in an effort to combat money laundering and other financial crimes. The CTA went into effect on January 1, 2024 and requires non-exempt domestic and foreign entities, referred to as “reporting companies,” to report, among other things, beneficial ownership information (BOI) for each beneficial owner to FinCEN. A beneficial owner of a reporting company is an individual person who exercises substantial control over the reporting company or owns or controls 25% or more of the direct or indirect ownership interests of the reporting company. For entities first registered to do business after January 1, 2024, the CTA further requires reporting companies to submit BOI reports for each of its company applicants – the person or persons responsible for the initial formation (or initial registration in the US with respect to a foreign entity) of the reporting company.  BOI reports generally include personal information of the reported individuals, including their legal names, dates of birth, current street addresses and driver’s license or passport number (along with an image copy of the applicable identification). FinCEN maintains the information in a national database accessible to law enforcement, national security agencies and financial institutions. Any person who willfully fails to report or update required information, or willfully provides false information to FinCEN could be liable for civil penalties of up to $500 for each day of noncompliance, or criminal penalties of imprisonment of up to two years and fines of up to $10,000. National Small Business United v. Yellen The National Small Business Association (NSBA), an Ohio nonprofit, and Isaac Winkles, an NSBA member and owner of two small businesses, brought suit against the Treasury Department, on the theory that the CTA’s mandatory disclosure requirements exceed Congress’ enumerated powers and violate the First, Fourth, Fifth, Ninth and Tenth Amendments of the United States Constitution. The parties cross-moved for summary judgment. The Government argued that Congress has the authority to enact and enforce the CTA pursuant to its: (1) foreign affairs powers; (2) Commerce Clause powers; and (3) necessary and proper exercise of taxing power. The court disagreed with all three arguments, holding that the CTA is an unconstitutional exercise of congressional power and permanently enjoining the Government from enforcing the CTA against the Plaintiffs.[1] It held that Congress’ foreign affairs powers do not justify the CTA’s regulation of “creatures of state law” (i.e., the formation of corporate entities), which fall under the “States’ historically exclusive governance of incorporation.” The court next held that the CTA does not fall within Congress’ Commerce Clause power, finding that the CTA regulations do not fall within any of the three categories of activities that Congress can regulate under the Commerce Clause (namely, (i) the channels of interstate or foreign commerce, (ii) the instrumentalities of interstate and foreign commerce, or (iii) activities that have a substantial effect on interstate and foreign commerce). Finally, the court held that the collection of beneficial ownership information under the CTA is not necessary and proper to ensure the appropriate reporting of taxable income. The court reasoned that Congress cannot invoke its taxing power simply by collecting “'useful' data and allowing tax-enforcement officials access to that data.” In light of its holding outlined above, the court granted the Plaintiffs’ Motion for Summary Judgment and entered a declaratory judgment finding the CTA unconstitutional and permanently enjoining the enforcement of the CTA against the Plaintiffs. Further Developments and Impacts of the Decision On March 11, 2024, the Government appealed the decision of the District Court to the U.S. Court of Appeals for the Eleventh Circuit.  FinCEN has issued a press release confirming that it will comply with the court’s injunction and refrain from enforcing the CTA against the Plaintiffs and, at least for the time being, members of the NSBA. However, the press release confirms that all other “reporting companies are still required to comply with the law and file beneficial ownership reports as provided in FinCEN’s regulations.” Meanwhile, another lawsuit, Robert J. Gargasz Co. v. Yellen,[2] which appears to seek a more widely applicable injunction against enforcement of the CTA, is pending in Ohio.  So, more to come on this developing area of the law. If you have any questions about the CTA or about preparing and filing BOI reports, please contact Spencer Stone, Louisa O’Kelly or another member of the Sullivan team.  [1] Nat’l Small Bus. United v. Yellen, No. 5:22-cv-01448-LCB, 2024 WL 899372 (N.D. Ala. Mar. 1, 2024). [2] Robert J. Gargasz, Co., LPA v. Yellen, No. 1:23-cv-02468 (N.D. Ohio).
        New SEC rules for private fund managers: implications for offshore investment advisers
        John Hunt authored the article, "New SEC rules for private fund managers: implications for offshore investment advisers," published in the February 2024 edition of Financier Worldwide Magazine. In August 2023, the US Securities and Exchange Commission (SEC) adopted highly anticipated new rules and amendments – the Private Funds Rules – to the US Investment Advisers Act of 1940 (Advisers Act). The Private Funds Rules, when fully effective, will significantly impact how investment advisers – both those registered with the SEC and those unregistered – manage and administer private funds, such as hedge funds, private equity (PE) funds, real estate PE funds and venture capital funds. The focus of the Private Funds Rules, as with the Advisers Act generally, is US-based investment advisers. The Private Funds Rules, however, also may apply to offshore investment advisers, that is, investment advisers whose primary office and place of business is located primarily outside of the US. While the implications of the Private Funds Rules may be limited with respect to many offshore investment advisers, those implications are not particularly obvious. This article focuses on potential implications of the Private Funds Rules specifically to offshore investment advisers.
        The Exit Overhang: PE’s Liquidity Challenge
        John Hunt was quoted in Financier Worldwide's feature, "The exit overhang: PE's liquidity challenge," examining how an unprecedented backlog of private equity exits is influencing fund strategy, liquidity and valuations. As sponsors navigate a challenging exit environment, John explained that flexibility remains paramount: "As a practical matter, fund sponsors will use whatever exit routes produce the greatest and fastest returns." He noted that alternative structures will continue to play an important role, adding, "Sponsor-to-sponsor transactions and continuation funds, though not as splashy as IPOs, are important, and I expect will continue to be important even with a return of a robust IPO market, because they give other groups of strategic investors access to likely undervalued investments that simply may need a longer runway to develop." John also addressed the valuation challenges facing the industry, observing, "Asset values of private assets have always been an important issue – not just now, and not just because of the slowdown in exits. These types of assets have always been difficult to value, and the lack of arm's-length transactions that can be used as comparables has only exacerbated the problem." On the investor side, he highlighted increased scrutiny of fund governance and economics: "Investors also appear to be focusing on certain fund offering terms. Among other things, they appear less generous in permitting GPs to continue a fund's term without limited partner advisory committee approval. They also appear to be more interested than normal in clawback terms, especially as they relate to the structure of the waterfall."
        Sullivan & Worcester Ranked in Chambers USA 2026 Edition
        Boston, MA – Sullivan & Worcester announced that its practice groups and attorneys have been highly ranked by Chambers USA in its annual rankings of the foremost law firms and attorneys in the country. In the 2026 guide, the firm is newly ranked in Banking & Finance in Massachusetts and partner Will Hanson is newly ranked in Private Equity: Fund Formation in Massachusetts. Partner Ameek Ashok Ponda retained a Band 1 nationwide ranking for REITs: Tax and a Band 1 ranking in Massachusetts for Tax. Partner Cameron Cosby retained a Band 1 nationwide ranking for REITs: Tax. Partners Amy Sheridan and David Guadagnoli retained Band 1 rankings in Massachusetts for Employee Benefits & Executive Compensation. Partner Stephanie Monaco retained a Band 1 ranking nationwide in Investment Funds: Regulatory & Compliance. The Chambers USA guide ranks firms and attorneys annually based on in-depth research, as well as client and peer interviews. Chambers evaluates attorneys based on their legal knowledge and experience, ability and effectiveness, and client service. Sullivan Practice Group Nationwide Rankings Registered Funds REITs Sullivan Practice Group Regional Rankings Banking & Finance (Massachusetts) Bankruptcy/Restructuring (Massachusetts) Employee Benefits & Executive Compensation (Massachusetts) Litigation: General Commercial (Massachusetts) Real Estate (Massachusetts) Tax (Massachusetts) Individual Rankings/Client Comments Ashley Brooks – Real Estate (Massachusetts). “Ashley Brooks has a burgeoning Boston-based real estate practice. She routinely assists with matters pertaining to acquisitions and developments. She often works on mixed-use residential and retail projects.” "Ashley has done an excellent job of building Sullivan & Worcester's practice as well as her own reputation and quality of work." Cameron Cosby – REITs: Tax (Nationwide). “Cameron Cosby is commended for his strength across the REIT tax space, with notable experience of formations, M&A and debt and equity offerings.” "He is one of the most well-respected REIT tax lawyers. Cam's decades of experience advising REITs in all asset classes makes him unique among REIT tax lawyers. He is able to navigate complex and contentious transactions with no drama." David Guadagnoli – Employee Benefits & Executive Compensation (Massachusetts). “David Guadagnoli is an accomplished employee benefits practitioner, with notable expertise on the tax aspects of retirement plans and welfare benefits. He is also known for negotiating employment and severance agreements.” "His knowledge and ability to communicate that knowledge is the best I have come across during my years." Will Hanson – Private Equity: Fund Formation. “William Hanson of Sullivan & Worcester advises both sponsors and investors on the formation of private equity funds targeting a wide range of sectors, with a particular focus on the food and beverage industry." Will Hanson is knowledgeable, efficient and listens patiently when we discuss issues. He ensures that what we need is appropriate to our business plan." Richard Jones – Tax (Massachusetts). “Richard Jones provides transactional advice and litigation counsel to his clients across a broad range of sectors. He is noted for his expertise in relation to state and local tax matters.” David Leahy – Registered Funds (Nationwide). “David Leahy is valued for his astute advice to independent trustees and directors of mutual funds, closed-end funds and ETFs.” "David is always knowledgeable, with a plethora of experience." David Mahaffey – Registered Funds (Nationwide). “David Mahaffey is best known for his high-level representation of independent trustees for ETFs and open- and closed-end funds.” "David is an industry exemplar with his breadth of experience and in-depth industry knowledge. He is very much a problem solver with a can-do attitude." Stephanie Monaco – Investment Funds: Regulatory and Compliance (Nationwide). “Stephanie Monaco of Sullivan & Worcester frequently advises both private and registered fund clients on SEC and ’40 Act compliance. She brings experience of working in the hedge funds sector to her private practice.” Louis Monti – REITs (Nationwide). “Louis Monti represents REIT clients in NYSE and NASDAQ-related matters. His work often includes a broad range of tax, corporate and wider finance matters.” Ameek Ashok Ponda – Tax (Massachusetts) and REITs: Tax (Nationwide). “Ameek Ashok Ponda's global transactional REIT practice regularly sees him handling REIT conversions as well as M&A.” "Ameek is a great leader in the industry and helps provide detailed advice – highly trusted." Domenick Pugliese – Registered Funds (Nationwide). “Domenick Pugliese's broad capabilities enable him to handle ETFs and mutual funds matters, with particular expertise in advising independent trustees.” Nicole Rives – Private Equity, Fund Formation (Massachusetts). “Nicole Rives of Sullivan & Worcester has a broad-based private equity practice that sees her acting on behalf of both sponsors and institutional investors.” Gregory Sampson – Real Estate: Zoning/Land Use (Massachusetts). “Gregory Sampson has experience across a range of real estate matters including permitting, developments, entitlements and loans.” "Greg Sampson is super smart. He continues to do wonderful things in land use development." Amy Sheridan – Employee Benefits & Executive Compensation (Massachusetts). “Amy Sheridan has a broad practice and regularly advises on tax compliance, as well as assisting with transactional matters. She is also well-versed in deferred compensation plans.” "Amy is exceptional in all facets of ERISA. I trust her technical skills and professionalism." Douglas Stransky – Tax (Massachusetts). “Douglas Stransky has experience advising on complex domestic and international tax planning for clients across finance, life sciences and other sectors. He leads Sullivan's international tax practice group.” "Doug's deep knowledge of the law is matched by a sharp strategic mindset and exceptional attention to detail." Sarah Wellings – REITs: Tax (Nationwide). “Sarah Wellings is an up-and-coming practitioner at Sullivan & Worcester who is highly regarded for her REIT tax practice. Sarah is active acting as tax counsel in REIT compliance matters.” "Sarah is detail-oriented, proactive and a true partner. She is excellent and patient with educating clients regarding matters." Amy Zuccarello – Bankruptcy/Restructuring (Massachusetts). “Amy Zuccarello focuses her practice on the area of corporate trust. She often serves as counsel to creditors and debtors in Chapter 11 bankruptcies and out-of-court restructurings.” "Amy is always timely, conscientious and practical." Practices/Client Comments Banking & Finance – "The team provided creative advice in complex situations." Bankruptcy/Restructuring – "Sullivan & Worcester have a breadth of knowledge and the ability to provide necessary advice." Employee Benefits & Executive Compensation – "Sullivan & Worcester's attorneys have tremendous knowledge and the ability to share that knowledge in a clear, concise manner that assures understanding." Litigation: General Commercial – "Sullivan & Worcester is exceptional when it comes to complex litigation." Real Estate – "Sullivan's local knowledge, general expertise and good people distinguishes it." Registered Funds – "Sullivan & Worcester's team is very experienced and well-versed in a variety of topics." REITs – "Sullivan & Worcester are always available, proactive and extremely thorough. They provide practical advice, quickly analyzing changes to deal structure and recalling minute details along the way." Tax – "Sullivan & Worcester resolve issues efficiently and shows commitment to client satisfaction." About Sullivan Sullivan & Worcester (Sullivan) is a premier international law firm with lawyers in Boston, London, New York, Tel Aviv and Washington, D.C. Sullivan’s clients, including Fortune 500 companies, leading financial services firms and asset managers, boards of directors, real estate companies, and emerging businesses, rely on Sullivan’s ability to navigate complex legal and operational landscapes, the impeccable judgment of its lawyers, and its commitment to best-in-class client service.

        Private Equity

        Artificial Intelligence Company Advised in Growth Financing

        Sullivan represented Impact Analytics Inc. in its $5.5 million growth financing round led by Argentum Capital Partners. The company unites artificial intelligence with human validation that brings machine learning to the forefront of data-driven business decisions.

        Lewis N. Segall and Johanna Colpritt

        Young businesswoman looking at smartphone in spaceship like corridor