Sullivan
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Biography

John's practice is focused on representing asset managers and their affiliates on regulatory, compliance and transactional matters. John represents U.S. and non-U.S. investment advisers as well as mutual funds, hedge funds, real estate funds, bank-managed collective investment funds, private equity funds and venture capital funds. He also represents the independent directors to mutual funds. He regularly interfaces with U.S. regulators on a broad range of matters, including exemptive order applications, no-action letters, registration statements and examination inquiries.

John has significant experience with onshore and offshore money market funds and other types of cash management products. He negotiates on behalf of his clients’ derivatives (ISDA), securities lending and repurchase agreement documentation, as well as custody and distribution arrangements. He also assists asset managers and fund sponsors in organizing and operating U.S. and non-U.S. collective investment vehicles, including registered/publicly offered mutual funds, commodity pools and hedge funds organized in the Luxembourg, Ireland, Australia, the Cayman Islands, Bermuda, the British Virgin Islands, and many other offshore jurisdictions. Over his career, John has interacted extensively with non-U.S. regulators.

John has practiced corporate law with other national firms in Boston and San Francisco. Prior to that he was the general counsel and chief compliance officer of IXIS Asset Management Global Associates (now Natixis Global Associates) and was responsible for all legal and compliance matters of that firm’s investment advisers, investment funds and distribution companies organized in Luxembourg, Ireland and Australia, as well as its subsidiaries and branches located in Europe, Asia and the Middle East.

Education
  • University of Cincinnati College of Law (J.D.)
  • Middlebury College (B.A.)
Bar & Court Admissions
  • Massachusetts
  • England and Wales (Registered foreign lawyer)
Professional Qualifications
  • Boston Bar Association
Awards & Honors
  • Recommended by The Legal 500 U.S. (2018-2024) 
Additional Publications

We are pleased to offer a collection of Sullivan publications on Investment Management, we hope you will find useful. Click each to view a PDF.

Resources

U.S. Regulation of Foreign Investment Advisers

Expertise

Real Estate Funds & Separately Managed Accounts


Legal Services for Independent Directors of Registered Funds

Viewpoints
All Viewpoints
If Adopted, Proposed SEC Rules Should Make it Easier for More Closed-End Funds and BDCs to Register and Offer their Securities
The SEC has proposed amendments to its current rules under the Securities Act of 1933 (the “Securities Act”) relating to the registration, communication, and offering process for certain business development companies (“BDCs”) and registered closed-end funds (together with BDCs, “Affected Funds”). The proposed amendments would primarily (a) make “Short-Form N-2” available to significantly more exchange-listed Affected Funds, and (b) extend to a larger set of Affected Funds certain benefits currently reserved for Affected Funds that are “well-known seasoned issuers,” including automatic shelf registration and pre-filing and post-filing communication flexibility. These amendments have been proposed concurrently with similar amendments relating to certain operating companies using Form S-3. Sullivan’s client alert on the proposed amendments as they relate to operating company issuers may be found here. The proposed amendments are now available for public comment. Public comments are due July 27, 2026. Proposed Amendments Delayed Shelf Offerings Short-Form N-2 currently allows “seasoned” Affected Funds, when conducting delayed shelf offerings, to omit certain information from their base prospectus and later provide that information in a post-effective amendment or, more commonly, in a subsequent report filed under the Securities Exchange Act of 1934 (the “Exchange Act”)/the Investment Company Act of 1940 (the “1940 Act”) and incorporated by reference into the Affected Fund’s prospectus or statement of additional information. Currently, a seasoned Affected Fund may rely on Short-Form N-2 only if its public float is at least $75,000,000, it has been registered as an “investment company” under the 1940 Act during the immediately preceding 12 calendar months, and it has filed all required Exchange Act/1940 Act reports during that time.  The proposed amendments, if adopted as proposed, would expand eligibility for use of the Short-Form N-2 to a newly created category of issuers, “Eligible Listed Issuers.” An “Eligible Listed Issuer” (which also includes a “Seasoned Eligible Listed Issuer” described more fully below) is an Affected Fund that is exchange-listed and has timely filed all required Exchange Act/1940 Act reports during the preceding 12 calendar months, or for as long as the Affected Fund has been required to file such reports, if shorter. Thus, an Eligible Listed Issuer is not subject to the $75,000,000 float minimum requirement or the 12-month Exchange Act/1940 Act reporting requirement. Shelf-Offerings of Well-Known Seasoned Issuers Affected Funds that currently are “well-known seasoned issuers” (“WKSI”) may take advantage of a more flexible offering process than Affected Funds that are only seasoned Affected Funds. Among other things, a WKSI Affected Fund may register an unspecified amount of different types or classes of securities on an automatic shelf registration statement (i.e., effectively immediately upon filing) without specifying a total dollar amount to be allocated among various types or classes of securities. It also may pay registration filings fees in advance or on a “pay-as-you-go” basis each time there is a takedown from the shelf registration amount. It also may omit certain additional information from its base prospectus and exercise greater flexibility with respect to pre-filing and post-filing communications. Currently, a WKSI Affected Fund must have a public float of at least $700,000,000, it must be current with, and have timely filed, its 1940 Act reports, and it may not be subject to a judicial or administrative order arising out of a government action involving an anti-fraud provision of the federal securities laws. The proposed amendments, if adopted as proposed, would expand the shelf-registration process currently available to WKSI Affected Funds to Seasoned Eligible Listed Issuers, which are Eligible Listed Issuers that have been subject to the Exchange Act/1940 Act reporting requirements for a period of at least 12 months. Some Observations We note the following: The proposed amendments maintain the current offering framework for unlisted closed-end funds and BDCs, that is, most interval funds, tender-offer funds, and non-traded BDCs. Those types of funds rely on rules specific to those fund types that are intended to accommodate their offering structures. The SEC notes that unlisted closed-end funds and BDCs currently benefit from self-registration provisions similar to the provisions of the proposed amendments applicable to Affected Funds. The proposed amendments would preempt state securities law registration and qualification requirements for all registered offerings, not just registered offerings of listed securities or registered offerings of investment company securities. Thus, registered offerings of unlisted securities, such as shares of unlisted BDCs, will be exempt from state securities law registration and qualification requirements as “covered securities,” provided that they are sold to “qualified purchasers.” As proposed, a “qualified purchaser” is any person to whom securities are offered or sold pursuant to an offering registered under the Securities Act. As part of the proposing release, the SEC also requested industry comments on a number of issues, including whether the proposed expansion of access to the Short-Form N-2 is appropriate and whether additional categories of funds should be permitted to pay registration fees on annual net basis as under Rule 24f-2 (which applies to mutual funds, ETFs and interval funds). For More Information This Client Alert has been prepared by John Hunt, Partner, and Mike Davalla, Counsel, in the Investment Management practice group of the international law firm of Sullivan & Worcester LLP. Please sign up here if you would like to be one of the first to receive Sullivan’s Investment Management client alerts.  For more information about this alert or Sullivan’s Investment Management practice group, please contact Mr. Hunt, who may be reached in our Boston office by calling +1 (617) 338-2961, our London office by calling +44 (0)20 7448 1000, or by email at jhunt@sullivanlaw.com. Mr. Davalla may be reached in our Boston office by calling +1 (617) 338-2804 or our Washington, D. C. office by calling +1 (202) 775-2200, or by email at mdavalla@sullivanlaw.com. For more information on all legal services offered by Sullivan, please visit us at www.sullivanlaw.com. This Client Alert is provided for general informational purposes only and does not constitute legal advice.
The End of the Road for the SEC’s Administrative Order “No-Deny” Rule
The SEC has rescinded, effective immediately, its long-standing policy requiring a defendant or respondent, as a condition to settlement of an administrative proceeding, to agree not to publicly deny the allegations set forth in the relevant complaint or administrative order. The SEC has enforced this policy since 1972, and it is currently codified it in its informal rules of procedure. The SEC also announced that, effective immediately, it would not enforce “no-deny” clauses in SEC administrative orders already entered.  The purpose of the no-deny policy, from the SEC’s perspective, was to avoid having persons the subject of an administrative decree from “creating, or permitting to be created, an impression that a decree was being entered or a sanctioned imposed, when the conduct alleged did not, in fact, occur.” In rescinding the rule, the SEC said that it expected that it will have more flexibility in settling enforcement actions, which should allow it to conserve its resources, provide certainty, and potentially expedite the return of money to injured investors. The SEC has long permitted settlements on a “neither admit nor deny” basis. However, the rescission of the no-deny policy is expected to create new strategic considerations for defendants evaluating the reputational implications of publicly denying allegations following settlement. For example, an investment adviser or fund manager responding to requests for proposal from potential clients and investors should have more flexibility in fully describing why it settled an enforcement proceeding, rather than simply relying on the statement in the order that it “neither admits nor denies” the purported violation.    Further Observations We also note the following: The change does not limit the SEC’s discretion to continue to settle matters on a “neither admit nor deny” basis, or, more importantly, require admissions in appropriate cases as part of a negotiated resolution. Rescission of Rule 202.5(e), the SEC rule that covered the policy, aligns the SEC more closely with the practices of other federal agencies. The rescission took effect immediately as a general statement of policy and was not subject to notice-and-comment rulemaking. For More Information This Client Alert has been prepared by John Hunt, a Partner, and Bailey Travers, an Associate, in the Investment Management and Private Funds practice groups of the international law firm of Sullivan & Worcester LLP. Please sign up here if you would like to be one of the first to receive Sullivan’s Investment Management and Private Fund client alerts.  For more information about this alert or Sullivan’s Investment Management and Private Fund practices, please contact Mr. Hunt, who may be reached in our Boston office by calling +1 (617) 338-2961, our London office by calling +44 (0)20 7448 1000, or by email at jhunt@sullivanlaw.com. For more information on all legal services offered by Sullivan, please visit us at www.sullivanlaw.com. This Client Alert is provided for general informational purposes only and does not constitute legal advice.
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."
Regulators Poised to Lighten Disclosure Requirements for $26 Trillion Private Fund Industry
John Hunt was quoted in the article "Regulators Poised to Lighten Disclosure Requirements for $26 Trillion Private Fund Industry" published by the National Law Journal [sub. req'd] on April 24, 2026.  The article discusses a proposed rule by the SEC and CFTC to significantly raise reporting thresholds for private fund advisers, reducing disclosure requirements for many firms while aiming to ease compliance burdens. It also highlights concerns from critics who argue that scaling back oversight could increase systemic risk and reduce transparency in the large and growing private funds industry. John said that existing reporting requirements include many smaller funds that do not present a systemic risk to the economy. “This is a return to kind of where the Form PF was originally intended to go,” he said.  

John Hunt

John Hunt