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Portrait of Caroline A. Kupiec
Portrait of Caroline A. Kupiec

Biography

Caroline has an extensive tax controversy and litigation practice representing taxpayers in front of federal and state taxing authorities at all levels of the audit, controversy and litigation process. Caroline has significant experience representing both individual and business clients before the Massachusetts Appellate Tax Board, and in helping life science and technology clients navigate Massachusetts’ state and local tax landscape. Caroline also has in-depth federal tax controversy and litigation experience, having clerked in the chambers of the Honorable Joesph H. Gale of the United States Tax Court prior to her time at Sullivan, and having represented many individual and business clients before the Internal Revenue Service and in front of the United States Tax Court since.

Caroline is a member of Sullivan’s Women’s Initiative and co-chair of the Boston Bar Association’s State and Local Tax Committee. She speaks frequently on Massachusetts tax issues at professional conferences.

Education
  • University of Washington School of Law (LL.M.)
  • University of Washington School of Law (J.D., with honors)
  • Colorado College (B.A., cum laude)
Bar & Court Admissions
  • Massachusetts
  • Washington State
Professional Qualifications
  • Trustee, Massachusetts Taxpayers Foundation
  • State and Local Tax Committee, Boston Bar Association
Awards & Honors
  • "Ones to Watch," Best Lawyers in America® (2025)
  • Best Lawyers in America® (2026)
  • Recommended by The Legal 500 U.S. (2019, 2020, 2023-2026)
  • "Rising Star," Massachusetts Super Lawyers (2023-2025)
Viewpoints
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SALT Cap Workaround and Other Tax Provisions in the Pending Massachusetts FY22 Budget
On Friday, July 9, the Massachusetts Legislature voted in favor of the Conference Committee’s revised fiscal year 2022 (FY22) budget bill, House No. 4002[1] (budget bill). The Governor has until Monday, July 19 to either approve or veto the budget. As a part of that process, the Governor may veto or reduce specific line items, veto outside sections, or submit proposed amendments for further consideration by the Legislature. Though the budget bill does not propose any broad tax increases, it includes several notable tax provisions, including among others:  converting the child care tax deduction into a refundable credit;[2] creating a new employment tax credit for employers that hire disabled workers;[3] eliminating the income tax deduction for charitable contributions through 2022;[4] eliminating the sunset date of the film tax credit while requiring production companies to expend additional time and resources in Massachusetts;[5] and extending the historic rehabilitation tax credit.[6] We focus here on the budget bill’s passthrough entity (PTE) tax and credit provisions. These provisions essentially offer federal income tax relief to the owners of certain businesses, giving them a “workaround” to the $10,000 federal limitation on deducting state and local taxes (SALT) under the Tax Cuts and Jobs Act (TCJA).[7] We also note the absence of any provision in the budget bill that would exclude certain federal COVID-related relief from individual taxable income for 2021. The PTE Workaround The Pending Legislation Pursuant to new Chapter 63D in the pending legislation, and effective for tax years beginning on or after January 1, 2021, eligible PTEs, including S corporations, partnerships, and certain limited liability companies, may elect to pay an excise on their "qualified income taxable in Massachusetts" at a rate of 5%.[8] A qualified member of an electing PTE is allowed an offsetting credit against 90% of the personal income tax imposed on such member’s share of such excise paid by the PTE.[9] Qualified income taxable in Massachusetts includes the income of the eligible PTE determined under the personal income tax allocable to the PTE’s qualified members and included in such members’ Massachusetts personal income tax.[10] Qualified members include S corporation shareholders and partners who are natural persons, as well as trusts and estates subject to tax under G.L. c. 62, § 10.[11] Under the pending legislation, PTEs may irrevocably elect (thereby binding all members) into the regime on an annual basis.[12] The entity-level PTE tax is due and payable on the eligible PTE’s original, timely-filed return, and a return that reports the PTE tax is due when a Massachusetts partnership information or corporate excise return is due for the PTE.[13] The Commissioner is authorized to promulgate regulations to, among other things, make the credit available to qualified members of tiered partnership structures, provide rules governing the application of the new PTE tax and credit legislation to qualified members that are eligible trusts and estates, and require estimated payments of the PTE tax in a manner consistent with G.L. c. 62B.[14] The pending PTE tax and credit regime would not apply to any taxable years for which the federal SALT deduction limitation has expired or is otherwise not in effect.[15] Presumably, the regime will persist if Congress increases but does not eliminate the federal cap on SALT deductions. While the PTE tax will in fact raise revenue for the Commonwealth, implementing the new tax regime and providing an on-ramp for PTEs will be a significant project for the Massachusetts Department of Revenue (DOR).  For example, defining the contours of "qualified income taxable in Massachusetts" may require substantive decision‑making. The Pending PTE Legislation Does Not Provide a Full Credit, in Contrast to the Governor’s Earlier Proposal Analyzed in DOR’s SALT Cap Report As we mentioned in a previous client alert, on March 1, 2021, DOR published a Report to the Legislature evaluating the revenue and administrative impact of implementing a PTE tax coupled with a refundable credit at the individual level.[16] The report provided a framework for evaluating the PTE tax and credit provisions in Governor Baker’s budget proposal of January 27, 2021.[17] There is a significant difference between the Governor’s proposal and the budget bill. The Governor’s proposed legislation would have granted qualified members a credit for 100% of the personal income tax imposed on the members’ share of the excise paid by a PTE, making the PTE tax revenue neutral for the Commonwealth.[18] The budget bill, by contrast, allows qualified members a credit for only 90% of the personal income tax imposed on the members’ share of the excise paid by the PTE.[19] This reduction in the credit is expected to generate $90 million of additional revenue in FY22.[20] In a sense, the $90 million represents the Legislature’s way of sharing in taxpayers’ federal tax benefits. Governor Baker’s proposal would have offered the same federal income tax benefits as a free public service. The budget bill also differs from the Governor’s proposal in explicitly including trusts and estates as qualified members eligible for the 90% credit.[21] Other States’ PTE Workaround Regimes Assuming that Governor Baker signs the budget bill into law, Massachusetts will join the growing roster of approximately 16 states that have already enacted a PTE tax workaround. Other states that have passed similar measures include Alabama, Arizona, Arkansas, Connecticut, Colorado, Georgia, Idaho, Louisiana, Maryland, Minnesota, New Jersey, New York, Oklahoma, Rhode Island, South Carolina, and Wisconsin.[23] Each regime imposes a tax on the PTE directly, but while some states allow members an income tax credit for their share of the tax paid by the PTE, others allow members to deduct their share of the PTE’s income taxed at the entity level.[24] The budget bill follows the former approach. Other major differences between the various state PTE workaround regimes include:  (a) whether corporate members are eligible for a credit or deduction (they are not in the budget bill); (b) whether the PTE tax applies only to partnerships, or also to S corporations and other non-corporate entities (the budget bill takes the latter approach); (c) whether, under the credit regime, members may take a credit with respect to the entirety of the tax paid by the PTE or only a portion of the tax paid (the budget bill allows only a 90% credit); (d) whether, under the credit regime, excess credits are refundable (the budget bill does not address this issue); (e) whether the PTE tax regime is elective or mandatory (elective under the budget bill); and (f) whether PTE elections are revocable (irrevocable under the budget bill). No Accommodationsfor Federal COVID Relief Received after 2020 Absent from the budget bill is any provision that would exclude from individuals’ 2021 taxable income certain federal COVID-related relief amounts, such as Economic Injury Disaster Loan (EIDL) grants pursuant to the Coronavirus Aid, Relief, and Economic Security (CARES) Act,[25] Small Business Administration debt relief subsidies,[26] EIDL grants pursuant to the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act,[27] or any Paycheck Protection Program (PPP) loan forgiveness occurring after 2020. For federal tax purposes, loan forgiveness ordinarily gives rise to taxable income. However, the CARES Act specifically excludes forgiven PPP loans from federal gross income.[28] Massachusetts conforms to this provision for purposes of G.L. c. 63 (i.e., with respect to corporate excise taxpayers), but it does not automatically conform with respect to individual taxpayers whose loans are forgiven.[29] This past spring, the Legislature enacted provisions allowing individuals to exclude from gross income PPP loan forgiveness granted in 2020, as well as the other amounts of relief individuals received in 2020 pursuant to the CARES Act and the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act as highlighted above.[30] In the absence of any further legislation, individuals whose PPP loans are forgiven after 2020, or who receive other federal COVID-related relief after 2020, must contend with the prospect of worse Massachusetts tax consequences than if they had received relief in 2020. * * * * * * * * * [1] House No. 4002, An Act Making Appropriations for Fiscal Year 2022, (July 8, 2021). [2] Id. at §§ 24, 29, 141, and 146 (effective for taxable years beginning on or after January 1, 2021). [3] Id. at §§ 29, 37, and 142 (available for qualified employees hired after July 1, 2021 and for the tax year beginning on January 1, 2023 and for subsequent tax years). [4] Id. at § 99 (disallowing the deduction for the taxable year beginning January 1, 2022). [5] Id. at §§ 25, 36, 68, 146, and 147 (effective for taxable years beginning on or after January 1, 2022). [6] Id. at §§ 31 and 35 (extending expiration from 2022 to 2027). [7] Id. at § 39. [8] Id. at §§ 39, 147. [9] Id. at § 39.2. [10] Id.at § 39.1. [11] Id. [12] Id. at § 39.6. [13] Id. at § 39.4. [14] Id. at § 39.7. [15] Id. at § 39.3.  We note that currently the federal SALT deduction limitation is set to expire on December 31, 2025, together with many of the individual tax changes in the TCJA.  There are ongoing conversations in Congress about whether to increase or eliminate the federal cap on SALT deductions.  Opponents argue that eliminating the cap would primarily benefit only the very wealthiest taxpayers. [16] See Commonwealth of Massachusetts Department of Revenue, “Report on the Administrative and Revenue Impact of a Proposal to Allow Owners of Certain Entities to Avoid the Federal Limitation on State and Local Tax Deductions” (Mar. 1, 2021). [17] See House No. 1, An Act Making Appropriations for Fiscal Year 2022, (Jan. 27, 2021), § 8. [18] See House No. 1, An Act Making Appropriations for Fiscal Year 2022, (Jan. 27, 2021), § 8.1. [19] See House No. 4002, An Act Making Appropriations for Fiscal Year 2022, (July 8, 2021), § 39.2. [20] See House No. 4002, An Act Making Appropriations for Fiscal Year 2022, (July 8, 2021), § 1A. [21] See Id.at § 39.1. [22] Or, if Governor Baker vetoes the bill, assuming that the Legislature overrides that veto by a 2/3 vote in both chambers. [23] As we write this advisory, the legislatures in several other states have proposed SALT deduction cap workarounds, including California, Illinois, and Oregon. [24] See Commonwealth of Massachusetts Department of Revenue, “Report on the Administrative and Revenue Impact of a Proposal to Allow Owners of Certain Entities to Avoid the Federal Limitation on State and Local Tax Deductions” (Mar. 1, 2021). [25] See CARES Act, Pub. L. No. 116-136, § 1110(e), 134 Stat. 307 (2020). [26] See CARES Act, Pub. L. No. 116-136, § 1112(c), 134 Stat. 309 (2020). [27] See Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (part of the Consolidated Appropriations Act, 2021), P.L. 116-260, § 331, 134 Stat. 2043-2044 (Dec. 27, 2020). [28]  See CARES Act, Pub. L. No. 116-136, § 1106(i), 134 Stat. 301 (2020). [29] See Massachusetts Department of Revenue, 2020 Personal Income and Corporate Excise Tax Law Changes, Massachusetts Tax Law and Federal Conformity (Feb. 11, 2021). [30] See St. 2021, c. 9, § 12; TIR 21-6, § IV (Apr. 30, 2021).  See also Massachusetts Department of Revenue, Tax Filing Season Frequently Asked Questions, Filing Season FAQs – New May 17 Deadline, PPP, and more, (Jun. 18, 2021).
The Supreme Court Denies Complaint in New Hampshire v. Massachusetts, Heightening the Importance of Individual Refund Claims
Yesterday the United States Supreme Court ("Supreme Court") denied New Hampshire’s bid to strike down as unconstitutional the Massachusetts regulation[1] that governs personal income taxation for nonresidents who have been telecommuting since the start of the COVID-19 pandemic.[2] While easing the tax compliance burdens for some employers, the Massachusetts regulation imposes Massachusetts personal income tax on New Hampshire residents who began working remotely from home for Massachusetts-based employers, despite their not having set foot in Massachusetts since the start of the pandemic. The central issue in the case, according to New Hampshire, would have been whether "Massachusetts may tax New Hampshire residents for work performed entirely within New Hampshire simply because those individuals once commuted to Massachusetts for work."[3] In denying New Hampshire’s complaint, the Supreme Court likely relied on the arguments presented by the Acting Solicitor General in her amicus curiae brief submitted on May 25, 2021. The Solicitor General noted, among other reasons, that the issues New Hampshire sought to raise could be "adequately raised and litigated" by New Hampshire residents. Furthermore, any constitutional claims would more appropriately be considered on developed factual records concerning affected individuals and with the benefit of authoritative interpretations of the relevant tax provisions by Massachusetts courts.[4] As the Solicitor General’s brief suggests, the Supreme Court’s dismissal of New Hampshire’s suit is not necessarily the end of the road for nonresident employees affected by the Massachusetts regulation.  As we highlighted in our recent Tax Notes State article, "Work Remotely, Pay Tax . . . Locally? Saying No to Massachusetts" [here], nonresident employees may press forward with personal income tax refund claims by following the “established administrative and judicial remedies” that Massachusetts invited them to follow in its brief opposing New Hampshire’s complaint.[5]  In making refund claims, affected nonresident employees should be prepared to challenge the regulation as it applies specifically to them.[6] Please contact Dave Nagle, Caroline Kupiec, or another member of Sullivan’s Tax Department to discuss potential refund claims. [1] "Massachusetts Source Income of Non-Residents Telecommuting Due to the COVID-19 Pandemic" 830 Mass. Code. Regs. 62.5A.3 (as most recently proposed Dec. 8, 2020). [2] Order List, 594 U.S. 2 (June 28, 2021) (Order: 154, Orig.). [3] Reply Brief in Support of Motion for Leave to File Bill of Complaint, 3, New Hampshire v. Massachusetts (Dec. 22, 2020). [4] Brief for the United States as Amicus Curiae, 4, New Hampshire v. Massachusetts (May 25, 2021). [5] Brief in Opposition to Motion for Leave to File Complaint, 22, New Hampshire v. Massachusetts (Dec. 11, 2020). [6] While nonresidents could pursue a declaratory judgment action in Massachusetts Superior Court, they would likely face the Massachusetts Department of Revenue’s response that they have not exhausted their administrative remedies. DOR may also attempt to parry any facial challenge to the regulation, arguing that taxpayers have varying degrees of contact with the Commonwealth.
News
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Top Tier Firm, Legal 500 United States 2026
Sullivan & Worcester Ranked in the Legal 500 United States 2026 Edition
Boston, MA – Sullivan & Worcester announced that its practice groups and attorneys have been ranked and recommended in the Legal 500 United States 2026. The firm’s Real Estate practice was newly ranked Tier 1 in the “Real estate – mid-market ($0-500m)” category and the firm maintained rankings across a variety of practice areas. Partners Nicole Crum and John Steiner were newly ranked as Leading Partners and Ryan Rosenblatt as a Next Generation Partner. Peers and more than 300,000 corporate counsel were 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: Leading Partners: The Legal 500’s Guide to Outstanding Lawyers Nationwide Benjamin Armour - M&A: Middle-Market (Sub-$500m); M&A: middle-market ($0-250m) Ameek Ashok Ponda - Real Estate Investment Trusts (REITs)  Nicole Crum - Mutual/registered/exchange-traded funds Lewis Segall - M&A: Middle-Market (Sub-$500m); M&A: middle-market ($0-250m) John Steiner - Real estate – mid-market ($0-500m) Douglas Stransky - International Tax Joel Telpner - Fintech Next Generation Partners: The Legal 500’s Guide to Up-and-Coming Lawyers Nationwide Ryan Rosenblatt - General commercial disputes – mid-market ($250-500m) Sarah Wellings - Real Estate Investment Trusts (REITs) Practice Areas Ranked and Attorneys Recognized Corporate Governance “Our lead partner, Nicole Crum, who leads the investment industry practice, is exceptional. She demonstrates strong industry knowledge yet is very personable and anticipates what we need to know or what we should consider doing to handle any matter. The team roll up their sleeves and provide recommendations as to how we as a board should handle any matter. Strong service commitment and work ethic!” “The team we have at Sullivan & Worcester has served our company for years and knows the management team, staff as well as our board members. They are extremely responsive and proactive and anticipate what we should be aware of, concerned about, excited about, and how to handle oversight, processes and protocols to ensure we are carrying out our fiduciary duties. The partners are experts in this industry.” Leading Partner: Nicole Crum Recommended Lawyers: Howard Berkenblit, David Leahy Dispute Resolution/General Commercial Disputes “Diverse skillset. Client centric. Transparency. Urgency provided on all matters.” “I have worked with Gerry Silver for over 15 years and have found his pragmatic approach to complex matters refreshing. He understands our business, culture and market, and will give me his opinion in a digestible manner.” Next Generation Partner: Ryan Rosenblatt Recommended Lawyers: Gerry Silver, Patrick Dinardo, Laura Steinberg, Michael Sullivan, Amy Zuccarello, Erika Todd, Christopher Shields, Anna Lea McNerney Employee Benefits, Executive Compensation and Retirement Plans: Design “The level of expertise is top shelf. David Guadagnoli seems to know all of ERISA and IRS rulings.” “David Guadagnoli and Amy Sheridan both have superior knowledge in their respective areas. I value the ability to raise issues whether simple or complex. The firm takes the same diligent approach across all spectrums of complexity.” Recommended Lawyers: David Guadagnoli, Amy Sheridan Environment: Transactional Fintech “Sullivan & Worcester is one of the finest firms with which I have worked.” “The lawyers are excellent, and the firm consistently provides the highest quality of customer service.” Leading Partner: Joel Telpner Recommended Lawyers: Natalie Lederman, Benjamin Armour, Scott Kaufman, Harvey Bines, Christopher Curtis Land Use/Zoning Recommended Lawyers: Gregory Sampson, Ashley Brooks, Victor Baltera, Karen Kepler, Ashley Tan M&A: Corporate and Commercial: Venture Capital and Emerging Companies Recommended Lawyers: Scott Kaufman, Lewis Segall, Benjamin Armour, Michael Student M&A: Middle-Market ($0-250m) “The partner Lewis Segall has been working with our company for 15 years and we have a good working relationship with him. He knows our history and very attentive to our needs.” “Lewis Segall is very attentive to our needs. We very much value him.” Leading Partners: Benjamin Armour, Lewis Segall Recommended Lawyers: Natalie Lederman Mutual/Registered/Exchange-Traded Funds “Sullivan & Worcester's practice is defined by its deep expertise in investment funds and its ability to deliver clear, commercially grounded advice across the full fund lifecycle—from formation and structuring to regulatory compliance and complex transactions.” “The team is highly experienced, collaborative, and excel in efficient execution and clear communication.” Leading Partner: Nicole Crum Recommended Lawyers: David Leahy, David Mahaffey, Rachael Schwartz Real Estate Leading Partner: John Steiner Recommended Lawyers: Ashley Brooks, Karen Kepler, Gregory Sampson, Sharon Leifer, Louis Monti, Spencer Stone, Ashley Tan Real Estate Investment Trusts (REITs) “We have built multiple complex and sophisticated REIT platforms over the years and worked with many top-tier REIT specialists, but Sullivan’s REIT practice is by far the best, with Sarah Wellings.” Leading Partner: Ameek Ashok Ponda Next Generation Partner: Sarah Wellings Recommended Lawyers: Angela Gomes, Louis Monti, Shu Wei, Cameron Cosby International Tax “The international collaboration with S&W is exceptional.” “What really stands out is their willingness to engage, openness to different ideas and opinions, clearly expressed expectations, and clients' objectives.” Leading Partner: Douglas Stransky Recommended Lawyers: Lewis Greenwald, Eric Rietveld Tax > US Taxes: Contentious Recommended Lawyers: Richard Jones, David Nagle, Daniel Ryan, Caroline Kupiec Tax > US Taxes: Non-Contentious “Sarah Wellings is, quite simply, the best lawyer we have ever worked with. Her expertise extends far beyond tax and REIT matters, encompassing governance, financing, and complex commercial issues. Decades of experience and technical mastery make her an indispensable partner. Sarah is our central point of contact who makes everything seamless. Her in-house counsel background gives her a unique client perspective: she anticipates needs, solves problems before they arise, and delivers concise, well-structured updates that simplify even the most intricate issues. She coordinates effortlessly with all parties involved. Her judgment is exceptional. Sarah strikes the perfect balance between comprehensive academic rigor and practical, business-oriented advice. She combines technical REIT/tax excellence with commercial instincts, ensuring every recommendation is both legally sound and strategically smart. Her ability to translate complex law into clear, actionable guidance is unmatched. Sarah is incredibly responsive without ever sacrificing quality. She treats our matters as her own, demonstrating a rare ownership mindset and collaborative spirit. Her integrity is uncompromising, giving us absolute confidence in her counsel. In short, Sarah Wellings defines legal excellence: reliable, commercially minded, and client-focused. Working with her feels like being in the safest possible hands; she consistently exceeds expectations and orchestrates complex transactions with clarity and precision.” Recommended Lawyers: Ameek Ashok Ponda, Richard Jones, Douglas Stransky, Sarah Wellings 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.
Sullivan Attorneys Selected to 2025 Massachusetts Super Lawyers and Rising Stars Lists
Super Lawyers has named 17 attorneys from Sullivan's Boston office to its 2025 Massachusetts Super Lawyers and Rising Stars lists. Attorneys are recognized for excellence in the practice of law, rated by a high degree of peer recognition and professional achievement. The recipients of this designation will be featured in Massachusetts Super Lawyers magazine and in The Boston Globe in October. The following Sullivan attorneys have been named 2025 Massachusetts Super Lawyers: Patrick Dinardo - Business Litigation Richard Jones - Tax David Nagle - Tax Ameek Ashok Ponda - Tax Douglas Stransky - Tax Amy Zuccarello - Bankruptcy: Business The following Sullivan attorneys have been named 2025 Massachusetts Rising Stars: Matthew Bailey - Real Estate Emily Brewer - Real Estate Steven Cunningham - Estate Planning & Probate William Hanson - Business/Corporate Caroline Kupiec - Tax Eric Rietveld - Tax Ryan Rosenblatt - Civil Litigation: Defense Brandon Schneider - Real Estate Ashley Tan - Real Estate Ryan Tompkins - Estate Planning & Probate Shu Wei - Business/Corporate

Caroline A. Kupiec

Caroline has an extensive tax controversy and litigation practice representing taxpayers in front of federal and state taxing authorities at all levels of the audit, controversy and litigation process. Caroline has significant experience representing both individual and business clients before the Massachusetts Appellate Tax Board, and in helping life science and technology clients navigate Massachusetts’ state and local tax landscape. Caroline also has in-depth federal tax controversy and litigation experience, having clerked in the chambers of the Honorable Joesph H. Gale of the United States Tax Court prior to her time at Sullivan, and having represented many individual and business clients before the Internal Revenue Service and in front of the United States Tax Court since.

Caroline is a member of Sullivan’s Women’s Initiative and co-chair of the Boston Bar Association’s State and Local Tax Committee. She speaks frequently on Massachusetts tax issues at professional conferences.

Viewpoints
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SALT Cap Workaround and Other Tax Provisions in the Pending Massachusetts FY22 Budget
On Friday, July 9, the Massachusetts Legislature voted in favor of the Conference Committee’s revised fiscal year 2022 (FY22) budget bill, House No. 4002[1] (budget bill). The Governor has until Monday, July 19 to either approve or veto the budget. As a part of that process, the Governor may veto or reduce specific line items, veto outside sections, or submit proposed amendments for further consideration by the Legislature. Though the budget bill does not propose any broad tax increases, it includes several notable tax provisions, including among others:  converting the child care tax deduction into a refundable credit;[2] creating a new employment tax credit for employers that hire disabled workers;[3] eliminating the income tax deduction for charitable contributions through 2022;[4] eliminating the sunset date of the film tax credit while requiring production companies to expend additional time and resources in Massachusetts;[5] and extending the historic rehabilitation tax credit.[6] We focus here on the budget bill’s passthrough entity (PTE) tax and credit provisions. These provisions essentially offer federal income tax relief to the owners of certain businesses, giving them a “workaround” to the $10,000 federal limitation on deducting state and local taxes (SALT) under the Tax Cuts and Jobs Act (TCJA).[7] We also note the absence of any provision in the budget bill that would exclude certain federal COVID-related relief from individual taxable income for 2021. The PTE Workaround The Pending Legislation Pursuant to new Chapter 63D in the pending legislation, and effective for tax years beginning on or after January 1, 2021, eligible PTEs, including S corporations, partnerships, and certain limited liability companies, may elect to pay an excise on their "qualified income taxable in Massachusetts" at a rate of 5%.[8] A qualified member of an electing PTE is allowed an offsetting credit against 90% of the personal income tax imposed on such member’s share of such excise paid by the PTE.[9] Qualified income taxable in Massachusetts includes the income of the eligible PTE determined under the personal income tax allocable to the PTE’s qualified members and included in such members’ Massachusetts personal income tax.[10] Qualified members include S corporation shareholders and partners who are natural persons, as well as trusts and estates subject to tax under G.L. c. 62, § 10.[11] Under the pending legislation, PTEs may irrevocably elect (thereby binding all members) into the regime on an annual basis.[12] The entity-level PTE tax is due and payable on the eligible PTE’s original, timely-filed return, and a return that reports the PTE tax is due when a Massachusetts partnership information or corporate excise return is due for the PTE.[13] The Commissioner is authorized to promulgate regulations to, among other things, make the credit available to qualified members of tiered partnership structures, provide rules governing the application of the new PTE tax and credit legislation to qualified members that are eligible trusts and estates, and require estimated payments of the PTE tax in a manner consistent with G.L. c. 62B.[14] The pending PTE tax and credit regime would not apply to any taxable years for which the federal SALT deduction limitation has expired or is otherwise not in effect.[15] Presumably, the regime will persist if Congress increases but does not eliminate the federal cap on SALT deductions. While the PTE tax will in fact raise revenue for the Commonwealth, implementing the new tax regime and providing an on-ramp for PTEs will be a significant project for the Massachusetts Department of Revenue (DOR).  For example, defining the contours of "qualified income taxable in Massachusetts" may require substantive decision‑making. The Pending PTE Legislation Does Not Provide a Full Credit, in Contrast to the Governor’s Earlier Proposal Analyzed in DOR’s SALT Cap Report As we mentioned in a previous client alert, on March 1, 2021, DOR published a Report to the Legislature evaluating the revenue and administrative impact of implementing a PTE tax coupled with a refundable credit at the individual level.[16] The report provided a framework for evaluating the PTE tax and credit provisions in Governor Baker’s budget proposal of January 27, 2021.[17] There is a significant difference between the Governor’s proposal and the budget bill. The Governor’s proposed legislation would have granted qualified members a credit for 100% of the personal income tax imposed on the members’ share of the excise paid by a PTE, making the PTE tax revenue neutral for the Commonwealth.[18] The budget bill, by contrast, allows qualified members a credit for only 90% of the personal income tax imposed on the members’ share of the excise paid by the PTE.[19] This reduction in the credit is expected to generate $90 million of additional revenue in FY22.[20] In a sense, the $90 million represents the Legislature’s way of sharing in taxpayers’ federal tax benefits. Governor Baker’s proposal would have offered the same federal income tax benefits as a free public service. The budget bill also differs from the Governor’s proposal in explicitly including trusts and estates as qualified members eligible for the 90% credit.[21] Other States’ PTE Workaround Regimes Assuming that Governor Baker signs the budget bill into law, Massachusetts will join the growing roster of approximately 16 states that have already enacted a PTE tax workaround. Other states that have passed similar measures include Alabama, Arizona, Arkansas, Connecticut, Colorado, Georgia, Idaho, Louisiana, Maryland, Minnesota, New Jersey, New York, Oklahoma, Rhode Island, South Carolina, and Wisconsin.[23] Each regime imposes a tax on the PTE directly, but while some states allow members an income tax credit for their share of the tax paid by the PTE, others allow members to deduct their share of the PTE’s income taxed at the entity level.[24] The budget bill follows the former approach. Other major differences between the various state PTE workaround regimes include:  (a) whether corporate members are eligible for a credit or deduction (they are not in the budget bill); (b) whether the PTE tax applies only to partnerships, or also to S corporations and other non-corporate entities (the budget bill takes the latter approach); (c) whether, under the credit regime, members may take a credit with respect to the entirety of the tax paid by the PTE or only a portion of the tax paid (the budget bill allows only a 90% credit); (d) whether, under the credit regime, excess credits are refundable (the budget bill does not address this issue); (e) whether the PTE tax regime is elective or mandatory (elective under the budget bill); and (f) whether PTE elections are revocable (irrevocable under the budget bill). No Accommodationsfor Federal COVID Relief Received after 2020 Absent from the budget bill is any provision that would exclude from individuals’ 2021 taxable income certain federal COVID-related relief amounts, such as Economic Injury Disaster Loan (EIDL) grants pursuant to the Coronavirus Aid, Relief, and Economic Security (CARES) Act,[25] Small Business Administration debt relief subsidies,[26] EIDL grants pursuant to the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act,[27] or any Paycheck Protection Program (PPP) loan forgiveness occurring after 2020. For federal tax purposes, loan forgiveness ordinarily gives rise to taxable income. However, the CARES Act specifically excludes forgiven PPP loans from federal gross income.[28] Massachusetts conforms to this provision for purposes of G.L. c. 63 (i.e., with respect to corporate excise taxpayers), but it does not automatically conform with respect to individual taxpayers whose loans are forgiven.[29] This past spring, the Legislature enacted provisions allowing individuals to exclude from gross income PPP loan forgiveness granted in 2020, as well as the other amounts of relief individuals received in 2020 pursuant to the CARES Act and the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act as highlighted above.[30] In the absence of any further legislation, individuals whose PPP loans are forgiven after 2020, or who receive other federal COVID-related relief after 2020, must contend with the prospect of worse Massachusetts tax consequences than if they had received relief in 2020. * * * * * * * * * [1] House No. 4002, An Act Making Appropriations for Fiscal Year 2022, (July 8, 2021). [2] Id. at §§ 24, 29, 141, and 146 (effective for taxable years beginning on or after January 1, 2021). [3] Id. at §§ 29, 37, and 142 (available for qualified employees hired after July 1, 2021 and for the tax year beginning on January 1, 2023 and for subsequent tax years). [4] Id. at § 99 (disallowing the deduction for the taxable year beginning January 1, 2022). [5] Id. at §§ 25, 36, 68, 146, and 147 (effective for taxable years beginning on or after January 1, 2022). [6] Id. at §§ 31 and 35 (extending expiration from 2022 to 2027). [7] Id. at § 39. [8] Id. at §§ 39, 147. [9] Id. at § 39.2. [10] Id.at § 39.1. [11] Id. [12] Id. at § 39.6. [13] Id. at § 39.4. [14] Id. at § 39.7. [15] Id. at § 39.3.  We note that currently the federal SALT deduction limitation is set to expire on December 31, 2025, together with many of the individual tax changes in the TCJA.  There are ongoing conversations in Congress about whether to increase or eliminate the federal cap on SALT deductions.  Opponents argue that eliminating the cap would primarily benefit only the very wealthiest taxpayers. [16] See Commonwealth of Massachusetts Department of Revenue, “Report on the Administrative and Revenue Impact of a Proposal to Allow Owners of Certain Entities to Avoid the Federal Limitation on State and Local Tax Deductions” (Mar. 1, 2021). [17] See House No. 1, An Act Making Appropriations for Fiscal Year 2022, (Jan. 27, 2021), § 8. [18] See House No. 1, An Act Making Appropriations for Fiscal Year 2022, (Jan. 27, 2021), § 8.1. [19] See House No. 4002, An Act Making Appropriations for Fiscal Year 2022, (July 8, 2021), § 39.2. [20] See House No. 4002, An Act Making Appropriations for Fiscal Year 2022, (July 8, 2021), § 1A. [21] See Id.at § 39.1. [22] Or, if Governor Baker vetoes the bill, assuming that the Legislature overrides that veto by a 2/3 vote in both chambers. [23] As we write this advisory, the legislatures in several other states have proposed SALT deduction cap workarounds, including California, Illinois, and Oregon. [24] See Commonwealth of Massachusetts Department of Revenue, “Report on the Administrative and Revenue Impact of a Proposal to Allow Owners of Certain Entities to Avoid the Federal Limitation on State and Local Tax Deductions” (Mar. 1, 2021). [25] See CARES Act, Pub. L. No. 116-136, § 1110(e), 134 Stat. 307 (2020). [26] See CARES Act, Pub. L. No. 116-136, § 1112(c), 134 Stat. 309 (2020). [27] See Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act (part of the Consolidated Appropriations Act, 2021), P.L. 116-260, § 331, 134 Stat. 2043-2044 (Dec. 27, 2020). [28]  See CARES Act, Pub. L. No. 116-136, § 1106(i), 134 Stat. 301 (2020). [29] See Massachusetts Department of Revenue, 2020 Personal Income and Corporate Excise Tax Law Changes, Massachusetts Tax Law and Federal Conformity (Feb. 11, 2021). [30] See St. 2021, c. 9, § 12; TIR 21-6, § IV (Apr. 30, 2021).  See also Massachusetts Department of Revenue, Tax Filing Season Frequently Asked Questions, Filing Season FAQs – New May 17 Deadline, PPP, and more, (Jun. 18, 2021).
The Supreme Court Denies Complaint in New Hampshire v. Massachusetts, Heightening the Importance of Individual Refund Claims
Yesterday the United States Supreme Court ("Supreme Court") denied New Hampshire’s bid to strike down as unconstitutional the Massachusetts regulation[1] that governs personal income taxation for nonresidents who have been telecommuting since the start of the COVID-19 pandemic.[2] While easing the tax compliance burdens for some employers, the Massachusetts regulation imposes Massachusetts personal income tax on New Hampshire residents who began working remotely from home for Massachusetts-based employers, despite their not having set foot in Massachusetts since the start of the pandemic. The central issue in the case, according to New Hampshire, would have been whether "Massachusetts may tax New Hampshire residents for work performed entirely within New Hampshire simply because those individuals once commuted to Massachusetts for work."[3] In denying New Hampshire’s complaint, the Supreme Court likely relied on the arguments presented by the Acting Solicitor General in her amicus curiae brief submitted on May 25, 2021. The Solicitor General noted, among other reasons, that the issues New Hampshire sought to raise could be "adequately raised and litigated" by New Hampshire residents. Furthermore, any constitutional claims would more appropriately be considered on developed factual records concerning affected individuals and with the benefit of authoritative interpretations of the relevant tax provisions by Massachusetts courts.[4] As the Solicitor General’s brief suggests, the Supreme Court’s dismissal of New Hampshire’s suit is not necessarily the end of the road for nonresident employees affected by the Massachusetts regulation.  As we highlighted in our recent Tax Notes State article, "Work Remotely, Pay Tax . . . Locally? Saying No to Massachusetts" [here], nonresident employees may press forward with personal income tax refund claims by following the “established administrative and judicial remedies” that Massachusetts invited them to follow in its brief opposing New Hampshire’s complaint.[5]  In making refund claims, affected nonresident employees should be prepared to challenge the regulation as it applies specifically to them.[6] Please contact Dave Nagle, Caroline Kupiec, or another member of Sullivan’s Tax Department to discuss potential refund claims. [1] "Massachusetts Source Income of Non-Residents Telecommuting Due to the COVID-19 Pandemic" 830 Mass. Code. Regs. 62.5A.3 (as most recently proposed Dec. 8, 2020). [2] Order List, 594 U.S. 2 (June 28, 2021) (Order: 154, Orig.). [3] Reply Brief in Support of Motion for Leave to File Bill of Complaint, 3, New Hampshire v. Massachusetts (Dec. 22, 2020). [4] Brief for the United States as Amicus Curiae, 4, New Hampshire v. Massachusetts (May 25, 2021). [5] Brief in Opposition to Motion for Leave to File Complaint, 22, New Hampshire v. Massachusetts (Dec. 11, 2020). [6] While nonresidents could pursue a declaratory judgment action in Massachusetts Superior Court, they would likely face the Massachusetts Department of Revenue’s response that they have not exhausted their administrative remedies. DOR may also attempt to parry any facial challenge to the regulation, arguing that taxpayers have varying degrees of contact with the Commonwealth.
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Top Tier Firm, Legal 500 United States 2026
Sullivan & Worcester Ranked in the Legal 500 United States 2026 Edition
Boston, MA – Sullivan & Worcester announced that its practice groups and attorneys have been ranked and recommended in the Legal 500 United States 2026. The firm’s Real Estate practice was newly ranked Tier 1 in the “Real estate – mid-market ($0-500m)” category and the firm maintained rankings across a variety of practice areas. Partners Nicole Crum and John Steiner were newly ranked as Leading Partners and Ryan Rosenblatt as a Next Generation Partner. Peers and more than 300,000 corporate counsel were 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: Leading Partners: The Legal 500’s Guide to Outstanding Lawyers Nationwide Benjamin Armour - M&A: Middle-Market (Sub-$500m); M&A: middle-market ($0-250m) Ameek Ashok Ponda - Real Estate Investment Trusts (REITs)  Nicole Crum - Mutual/registered/exchange-traded funds Lewis Segall - M&A: Middle-Market (Sub-$500m); M&A: middle-market ($0-250m) John Steiner - Real estate – mid-market ($0-500m) Douglas Stransky - International Tax Joel Telpner - Fintech Next Generation Partners: The Legal 500’s Guide to Up-and-Coming Lawyers Nationwide Ryan Rosenblatt - General commercial disputes – mid-market ($250-500m) Sarah Wellings - Real Estate Investment Trusts (REITs) Practice Areas Ranked and Attorneys Recognized Corporate Governance “Our lead partner, Nicole Crum, who leads the investment industry practice, is exceptional. She demonstrates strong industry knowledge yet is very personable and anticipates what we need to know or what we should consider doing to handle any matter. The team roll up their sleeves and provide recommendations as to how we as a board should handle any matter. Strong service commitment and work ethic!” “The team we have at Sullivan & Worcester has served our company for years and knows the management team, staff as well as our board members. They are extremely responsive and proactive and anticipate what we should be aware of, concerned about, excited about, and how to handle oversight, processes and protocols to ensure we are carrying out our fiduciary duties. The partners are experts in this industry.” Leading Partner: Nicole Crum Recommended Lawyers: Howard Berkenblit, David Leahy Dispute Resolution/General Commercial Disputes “Diverse skillset. Client centric. Transparency. Urgency provided on all matters.” “I have worked with Gerry Silver for over 15 years and have found his pragmatic approach to complex matters refreshing. He understands our business, culture and market, and will give me his opinion in a digestible manner.” Next Generation Partner: Ryan Rosenblatt Recommended Lawyers: Gerry Silver, Patrick Dinardo, Laura Steinberg, Michael Sullivan, Amy Zuccarello, Erika Todd, Christopher Shields, Anna Lea McNerney Employee Benefits, Executive Compensation and Retirement Plans: Design “The level of expertise is top shelf. David Guadagnoli seems to know all of ERISA and IRS rulings.” “David Guadagnoli and Amy Sheridan both have superior knowledge in their respective areas. I value the ability to raise issues whether simple or complex. The firm takes the same diligent approach across all spectrums of complexity.” Recommended Lawyers: David Guadagnoli, Amy Sheridan Environment: Transactional Fintech “Sullivan & Worcester is one of the finest firms with which I have worked.” “The lawyers are excellent, and the firm consistently provides the highest quality of customer service.” Leading Partner: Joel Telpner Recommended Lawyers: Natalie Lederman, Benjamin Armour, Scott Kaufman, Harvey Bines, Christopher Curtis Land Use/Zoning Recommended Lawyers: Gregory Sampson, Ashley Brooks, Victor Baltera, Karen Kepler, Ashley Tan M&A: Corporate and Commercial: Venture Capital and Emerging Companies Recommended Lawyers: Scott Kaufman, Lewis Segall, Benjamin Armour, Michael Student M&A: Middle-Market ($0-250m) “The partner Lewis Segall has been working with our company for 15 years and we have a good working relationship with him. He knows our history and very attentive to our needs.” “Lewis Segall is very attentive to our needs. We very much value him.” Leading Partners: Benjamin Armour, Lewis Segall Recommended Lawyers: Natalie Lederman Mutual/Registered/Exchange-Traded Funds “Sullivan & Worcester's practice is defined by its deep expertise in investment funds and its ability to deliver clear, commercially grounded advice across the full fund lifecycle—from formation and structuring to regulatory compliance and complex transactions.” “The team is highly experienced, collaborative, and excel in efficient execution and clear communication.” Leading Partner: Nicole Crum Recommended Lawyers: David Leahy, David Mahaffey, Rachael Schwartz Real Estate Leading Partner: John Steiner Recommended Lawyers: Ashley Brooks, Karen Kepler, Gregory Sampson, Sharon Leifer, Louis Monti, Spencer Stone, Ashley Tan Real Estate Investment Trusts (REITs) “We have built multiple complex and sophisticated REIT platforms over the years and worked with many top-tier REIT specialists, but Sullivan’s REIT practice is by far the best, with Sarah Wellings.” Leading Partner: Ameek Ashok Ponda Next Generation Partner: Sarah Wellings Recommended Lawyers: Angela Gomes, Louis Monti, Shu Wei, Cameron Cosby International Tax “The international collaboration with S&W is exceptional.” “What really stands out is their willingness to engage, openness to different ideas and opinions, clearly expressed expectations, and clients' objectives.” Leading Partner: Douglas Stransky Recommended Lawyers: Lewis Greenwald, Eric Rietveld Tax > US Taxes: Contentious Recommended Lawyers: Richard Jones, David Nagle, Daniel Ryan, Caroline Kupiec Tax > US Taxes: Non-Contentious “Sarah Wellings is, quite simply, the best lawyer we have ever worked with. Her expertise extends far beyond tax and REIT matters, encompassing governance, financing, and complex commercial issues. Decades of experience and technical mastery make her an indispensable partner. Sarah is our central point of contact who makes everything seamless. Her in-house counsel background gives her a unique client perspective: she anticipates needs, solves problems before they arise, and delivers concise, well-structured updates that simplify even the most intricate issues. She coordinates effortlessly with all parties involved. Her judgment is exceptional. Sarah strikes the perfect balance between comprehensive academic rigor and practical, business-oriented advice. She combines technical REIT/tax excellence with commercial instincts, ensuring every recommendation is both legally sound and strategically smart. Her ability to translate complex law into clear, actionable guidance is unmatched. Sarah is incredibly responsive without ever sacrificing quality. She treats our matters as her own, demonstrating a rare ownership mindset and collaborative spirit. Her integrity is uncompromising, giving us absolute confidence in her counsel. In short, Sarah Wellings defines legal excellence: reliable, commercially minded, and client-focused. Working with her feels like being in the safest possible hands; she consistently exceeds expectations and orchestrates complex transactions with clarity and precision.” Recommended Lawyers: Ameek Ashok Ponda, Richard Jones, Douglas Stransky, Sarah Wellings 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.
Sullivan Attorneys Selected to 2025 Massachusetts Super Lawyers and Rising Stars Lists
Super Lawyers has named 17 attorneys from Sullivan's Boston office to its 2025 Massachusetts Super Lawyers and Rising Stars lists. Attorneys are recognized for excellence in the practice of law, rated by a high degree of peer recognition and professional achievement. The recipients of this designation will be featured in Massachusetts Super Lawyers magazine and in The Boston Globe in October. The following Sullivan attorneys have been named 2025 Massachusetts Super Lawyers: Patrick Dinardo - Business Litigation Richard Jones - Tax David Nagle - Tax Ameek Ashok Ponda - Tax Douglas Stransky - Tax Amy Zuccarello - Bankruptcy: Business The following Sullivan attorneys have been named 2025 Massachusetts Rising Stars: Matthew Bailey - Real Estate Emily Brewer - Real Estate Steven Cunningham - Estate Planning & Probate William Hanson - Business/Corporate Caroline Kupiec - Tax Eric Rietveld - Tax Ryan Rosenblatt - Civil Litigation: Defense Brandon Schneider - Real Estate Ashley Tan - Real Estate Ryan Tompkins - Estate Planning & Probate Shu Wei - Business/Corporate

Caroline A. Kupiec

June 15, 2026

–Press Release

Sullivan & Worcester Ranked in the Legal 500 United States 2026 Edition

Top Tier Firm, Legal 500 United States 2026

October 24, 2025

–Firm Announcement

Sullivan Attorneys Selected to 2025 Massachusetts Super Lawyers and Rising Stars Lists

August 21, 2025

–Press Release

44 Sullivan & Worcester Lawyers Named as “Best Lawyers” Award Recipients

Three Lawyers Recognized as “2026 Lawyer of the Year” and Five Recognized Among “Ones to Watch” in the U.S.

June 13, 2025

–Press Release

Sullivan & Worcester Ranked in the Legal 500 United States 2025 Edition

September 27, 2024

–Firm Announcement

Sullivan Attorneys Named 2024 Massachusetts Super Lawyers and Rising Stars

Massachusetts Super Lawyers Magazine

August 15, 2024

–Press Release

33 Sullivan & Worcester Lawyers Recognized as Best Lawyers® Award Recipients

Nine Sullivan & Worcester Lawyers Named to 2025 Best Lawyers: Ones to Watch® in America

June 12, 2024

–Press Release

Sullivan Earns Top Rankings in the 2024 Edition of The Legal 500 United States

October 12, 2023

–Firm Announcement

Sullivan Attorneys Named 2023 Massachusetts Super Lawyers and Rising Stars

New England Super Lawyers Magazine

June 7, 2023

–Press Release

Sullivan Earns Top Rankings in the 2023 Edition of The Legal 500 United States

March 14, 2023

–Press Release

Massachusetts Supreme Judicial Court Issues a Win for Sullivan Client in State Tax Dispute

Justices Strike Down Tax Assessed on Capital Gain from Sale of Exempt Urban Redevelopment Project, a Win for Massachusetts Urban Redevelopment and Affordable Housing

January 16, 2023

–News

The Most Important Opinions of 2022

Massachusetts Lawyers Weekly

May 18, 2022

–Press Release

Massachusetts Supreme Judicial Court Finds In Favor of VAS Holdings Based on Argument Raised in Amicus Brief Filed on Behalf of ACTC

April 26, 2022

–Press Release

Sullivan Files Amicus Brief with MA Supreme Judicial Court on Behalf of the Pioneer Institute and PioneerLegal, LLC

January 18, 2022

–Press Release

Sullivan Files Amicus Brief with MA Supreme Judicial Court on Behalf of the American College of Tax Counsel

January 6, 2022

–Quoted

Appellate Tax Board Adds To Body of Law on Remotely Accessed Software

Massachusetts Lawyers Weekly

December 22, 2021

–Press Release

Sullivan Client Prevails in Mass. Appellate Tax Board Case Involving Classification and Taxation of Technology Businesses and Products

December 22, 2021

–Quoted

Top State and Local Tax Cases of 2021

Law360

July 7, 2021

–Press Release

Oracle USA Inc. et. al. v. Massachusetts Commissioner of Revenue Among Top 5 State and Local Tax Cases of 2021

July 1, 2021

–Quoted

3 Big Questions After High Court Punts In Remote Worker Row

Law360

June 24, 2021

–Press Release

Caroline Kupiec Elected Trustee of the Massachusetts Taxpayers Foundation

May 24, 2021

–Quoted

Massachusetts High Court OKs Sales Tax Apportionment for Software

Tax Notes

May 24, 2021

–Quoted

SJC Sides With Oracle and Microsoft in Dispute With DOR

The Boston Globe

May 21, 2021

–News

Media Coverage - Oracle USA, Inc. v. Commissioner of Revenue

Tax Notes, Law360, Massachusetts Lawyers Weekly, Bloomberg Tax

May 21, 2021

–Quoted

Microsoft Can Apportion Sales Tax, Mass. Top Court Says

Law360

February 1, 2021

–News

Rich Jones Argues Before SJC in Support of Taxpayers Oracle USA and Microsoft in Oracle, USA v. Commissioner of Revenue

Massachusetts Supreme Judicial CourtOral Argument Archives

February 12, 2019

–Press Release

Sullivan Client Flex Fleet Rental Announces Investment by Waterfall Asset Management and TRP Capital Partners

Biography Matters Viewpoints News Events

Featured

Viewpoints
The Org Chart Was Wrong: Entity Classification, Tax Due Diligence and Who Pays When an International Deal Springs a Leak

Douglas S. Stransky, partner and leader of the Tax Practice Group, has published a new post on the LexisNexis blog examining a recurring problem in cross-border acquisitions: entity classification errors discovered in tax due diligence. Using a hypothetical fact pattern in which a target’s foreign subsidiary never filed its check-the-box election, the post explains why classification mistakes persist, how a missing Form 5471 can leave the assessment statute open indefinitely under

Events
Structuring Commodity Trade Finance Deals in 2026 and Beyond

Geoffrey Wynne will moderate a panel discussion "Structuring commodity trade finance deals in 2026 and beyond" at the second 2026 Sullivan and Trade Treasury Payments’ (TTP) co-hosted Trade and Commodity Finance Breakfast Club, to be held on Tuesday, September 15, 2026 from 08.30 – 10.00 am at The Lansdowne Club in London. For the first time, the average commodity finance deal has crossed the $1 billion mark. Despite turbulence in the supply

Viewpoints
Impact of 21st Century ROAD to Housing Act on Institutional Investor Ownership of Single-Family Rental Homes

The U.S. Congress passed the 21st Century ROAD to Housing Act (the “Housing Act”) and presented it to President Trump on June 29, 2026. At midnight on July 10, 2026, the Housing Act became law because the President did not return it to Congress within ten days (Sundays excepted). The Housing Act includes a wide range of housing reforms designed with the goal of making housing more available and affordable.  This alert

News
Upon Review: The 2026 World Cup's Biggest Legal Stories

Ryan Rosenblatt was quoted in Law360's article, "Upon Review: The 2026 World Cup's Biggest Legal Stories," which examines the legal, regulatory and policy disputes that emerged during the 2026 World Cup, including issues involving FIFA's disciplinary decisions, immigration challenges, public art protections and the legal dispute surrounding Gillette Stadium's hosting of World Cup matches. Discussing the agreement reached between FIFA's affiliate Boston 2026 and the Town of Foxborough over security fees

News
Sullivan Highlighted in Law360 Roundup of New York City's Largest Real Estate Transactions

Sullivan & Worcester was featured in Law360 Real Estate Authority's "NYC Real Estate Week In Review," which highlighted the largest New York City real estate transactions recorded during the week. The publication recognized Sullivan's representation of Fattal Hotel Group in its acquisition of the Blakely Hotel, a Manhattan hospitality property located at 136 West 55th Street. The approximately $38.5 million transaction was among the week's largest deals to hit public records.

Viewpoints
SEC Proposes New Regulation E-Delivery

On July 16, 2026, the Securities and Exchange Commission (“SEC”) proposed a new rule, Regulation E-Delivery, that would expand the ability of issuers, including registered investment companies, investment advisers, and broker-dealers, to use electronic delivery (“e-delivery”) to satisfy information delivery requirements under the federal securities law.  If adopted as proposed, Regulation E-Delivery would broadly address the e-delivery of “covered information” by “covered entities” to “covered recipients” (each as described further

Events
Financing the Future: From Defence to Critical Raw Materials

Geoffrey Wynne will participate in a panel discussion at ITFA's 52nd Annual International Trade and Forfaiting Conference alongside Ailsa McNeil, Director at Texel, and Hernan Mayol, Board Member and Representative of ITFA Americas and Chair of ITFA’s Latin America Regional Committee (LARC). The session, titled “Financing the future: From defence to critical raw materials,” will be moderated by Clarissa Dann, Editorial Director at Deutsche Bank AG.  The session will explore how trade

Events
The Next Generation: Three Emerging Leaders, Three Ideas

Simon Cook, in his role as ITFA's Head of Education, will jointly moderate a Q&A on “The next generation: Three emerging leaders, three ideas”, together with Charlie O'Mulloy, chair of ITFA’s Emerging Leader Committee and Associate Banker at EBRD, at ITFA’s 52nd Annual International Trade and Forfaiting Conference in Split, Croatia on September 9. The Q&A will follow the presentations made by the finalists of the 2026 ITFA Emerging Leader

Viewpoints
SEC Approves Nasdaq's New $5 Million Market Capitalization Threshold for Continued Listing

On July 22, 2026, the Securities and Exchange Commission (the “SEC”) approved Nasdaq's amended proposed rule for a new continued listing requirement requiring Nasdaq-listed companies to maintain a minimum Market Value of Listed Securities (“MVLS”) of $5 million. The SEC approved the proposal as modified by Amendment No. 1 following a lengthy process that generated significant comments from market participants, issuers, investors, exchanges, law firms, and industry groups. The new rule

News
Sullivan Ranked in 2026 Chambers High Net Worth Guide

Boston, MA – Sullivan & Worcester has announced that the firm and its attorneys have been highly ranked in the 2026 Chambers High Net Worth Guide. In the 2026 Guide, the firm and partner Carole Bass were again ranked in the Private Wealth Law: Mid-Market – New York category, with partner Douglas Schneidman newly ranked. Rankings are based on extensive research and interviews with peers and clients around the country.

Viewpoints
The Org Chart Was Wrong: Entity Classification, Tax Due Diligence and Who Pays When an International Deal Springs a Leak

Douglas S. Stransky, partner and leader of the Tax Practice Group, has published a new post on the LexisNexis blog examining a recurring problem in cross-border acquisitions: entity classification errors discovered in tax due diligence. Using a hypothetical fact pattern in which a target’s foreign subsidiary never filed its check-the-box election, the post explains why classification mistakes persist, how a missing Form 5471 can leave the assessment statute open indefinitely under

Events
Structuring Commodity Trade Finance Deals in 2026 and Beyond

Geoffrey Wynne will moderate a panel discussion "Structuring commodity trade finance deals in 2026 and beyond" at the second 2026 Sullivan and Trade Treasury Payments’ (TTP) co-hosted Trade and Commodity Finance Breakfast Club, to be held on Tuesday, September 15, 2026 from 08.30 – 10.00 am at The Lansdowne Club in London. For the first time, the average commodity finance deal has crossed the $1 billion mark. Despite turbulence in the supply

Viewpoints
Impact of 21st Century ROAD to Housing Act on Institutional Investor Ownership of Single-Family Rental Homes

The U.S. Congress passed the 21st Century ROAD to Housing Act (the “Housing Act”) and presented it to President Trump on June 29, 2026. At midnight on July 10, 2026, the Housing Act became law because the President did not return it to Congress within ten days (Sundays excepted). The Housing Act includes a wide range of housing reforms designed with the goal of making housing more available and affordable.  This alert

News
Upon Review: The 2026 World Cup's Biggest Legal Stories

Ryan Rosenblatt was quoted in Law360's article, "Upon Review: The 2026 World Cup's Biggest Legal Stories," which examines the legal, regulatory and policy disputes that emerged during the 2026 World Cup, including issues involving FIFA's disciplinary decisions, immigration challenges, public art protections and the legal dispute surrounding Gillette Stadium's hosting of World Cup matches. Discussing the agreement reached between FIFA's affiliate Boston 2026 and the Town of Foxborough over security fees

News
Sullivan Highlighted in Law360 Roundup of New York City's Largest Real Estate Transactions

Sullivan & Worcester was featured in Law360 Real Estate Authority's "NYC Real Estate Week In Review," which highlighted the largest New York City real estate transactions recorded during the week. The publication recognized Sullivan's representation of Fattal Hotel Group in its acquisition of the Blakely Hotel, a Manhattan hospitality property located at 136 West 55th Street. The approximately $38.5 million transaction was among the week's largest deals to hit public records.

Viewpoints
SEC Proposes New Regulation E-Delivery

On July 16, 2026, the Securities and Exchange Commission (“SEC”) proposed a new rule, Regulation E-Delivery, that would expand the ability of issuers, including registered investment companies, investment advisers, and broker-dealers, to use electronic delivery (“e-delivery”) to satisfy information delivery requirements under the federal securities law.  If adopted as proposed, Regulation E-Delivery would broadly address the e-delivery of “covered information” by “covered entities” to “covered recipients” (each as described further

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