Sullivan
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Biography

Mike focuses his practice on securities litigation, enforcement, arbitration, regulation and compliance. He has extensive experience representing broker-dealers, other financial institutions, public and private companies, officers and directors in enforcement investigations and examinations before the US Securities and Exchange Commission (SEC), the US Department of Justice (DOJ), the Financial Industry Regulatory Authority (FINRA) and other federal and state agencies. Mike also advises clients on regulatory and compliance matters, including developing effective policies and procedures for broker-dealers and chief compliance officers.

Mike has also served as senior counsel to FINRA. In that role he was responsible for reviewing regulatory and compliance referrals by the Market Regulation and Enforcement staff against broker-dealers and/or brokers involving violations of ethical rules and federal securities laws; rules and regulations identified in the course of FINRA cycle examinations, audits, industry sweeps and customer complaints; termination notices and investigations by the Office of Fraud Detection and Market Intelligence; tips to the Office of the Whistleblower; special investigations; and making a determination, based on an analysis of the sufficiency of evidence and applicable law, whether FINRA should pursue formal disposition of the recommended charges.

Mike also represented FINRA in disciplinary hearings, expedited proceedings and settlement negotiations as well as served as lead counsel in special investigations of potential misconduct in violation of FINRA, NASD, NYSE, Nasdaq and MSRB rules; the Securities Act of 1933; the Securities Exchange Act of 1934; the Investment Advisers Act of 1940; and other federal securities laws, rules and regulations.

Mike was previously a partner at another Washington, DC law firm, where he successfully litigated all aspects of cases from commencement through appeal. He has particular experience representing financial services clients in various civil and criminal matters, with a concentration on complex civil cases, white-collar criminal litigation, and securities enforcement and regulation matters.

Education
  • Georgetown University Law Center (J.D.)
  • James Madison University (B.A.)
Bar & Court Admissions
  • District of Columbia
  • Maryland
  • Virginia
  • U.S. Court of Appeals for the District of Columbia Circuit
  • United States Court of Appeals for the Federal Circuit
  • United States Court of Appeals for the Fourth Circuit
  • United States District Court for the District of Columbia
  • United States District Court for the Eastern District of Virginia
Professional Qualifications
  • Security Industry and Financial Markets Association (SIFMA), Compliance and Legal Society
Awards & Honors
  • Thomson Reuters "Stand-Out Lawyer" (2025)
Viewpoints
All Viewpoints
SEC Establishes Retail Fraud Working Group to Combat Fraud Targeting Everyday Investors
The U.S. Securities and Exchange Commission (“SEC”) announced on July 7, 2026, the creation of the Retail Fraud Working Group, a new initiative within the Division of Enforcement designed to identify and combat fraud targeting main street investors. The announcement formalizes a priority that SEC Enforcement Director David Woodcock previewed in his May 13, 2026, remarks to the Managed Funds Association Legal & Compliance Conference, reflecting the current Commission’s broader back-to-basics enforcement posture. For issuers, broker-dealers, investment advisers, and private fund managers with retail exposure, the announcement signals that retail-facing enforcement will be a sustained focus of the Division’s work in the months and years ahead. Overview The Retail Fraud Working Group will leverage staff and resources across the Commission to identify fraud and other misconduct targeting retail investors, including offering frauds, pump-and-dump schemes, market manipulation, and breaches of duties owed to customers by investment advisers and broker-dealers. The Group’s initiative is threefold: (i) to serve as a dedicated resource to proactively generate cases; (ii) to work with the Commission’s domestic regulatory partners and foreign counterparts; and (iii) to assist with educating retail investors in coordination with the SEC’s Office of Investor Education and Assistance. The Group will be led by Kate Zoladz, Deputy Director, West, and Kim Frederick, Assistant Director of the Asset Management Unit. Ms. Frederick’s role in the Asset Management Unit suggests that adviser and private fund conduct affecting retail investors will be a focus area for the Group. Chairman Paul S. Atkins described the initiative as “a return to the core values and principles of the enforcement program,” and Director Woodcock emphasized the Group’s role in “generating cases, building partnerships with our regulatory counterparts, and using data and technology to find and stop those who seek to take advantage of retail investors.” About Our Small-Firm Task Force Sullivan & Worcester’s Small-Firm Task Force is actively engaged in advising clients on the implications of the Retail Fraud Working Group and can assist with responding to any related SEC inquiries. The Task Force unites the firm’s Capital Markets, Regulatory Compliance, Government Investigations, and Financial Services Litigation practices, each with deep experience advising issuers, broker-dealers, investment funds, and institutional investors in the small-cap, micro-cap, and mid-market segments. Our interdisciplinary team is well-positioned to help clients navigate the SEC’s renewed retail-fraud enforcement priorities and to develop practical, risk-based compliance strategies aligned with the current regulatory environment.
FINRA’s Small-Cap Sweep: Strategic Steps for Broker-Dealers
It has been approximately one (1) month since the Financial Industry Regulatory Authority (FINRA) has launched a targeted review of broker-dealer activity in small-capitalization offerings involving foreign issuers—particularly those with operations in foreign jurisdictions such as China. The scope of the review extends across both public and private offerings of small-cap exchange-listed issuers and applies to firms that have acted as underwriters, bookrunners, syndicate or selling-group members, placement agents, or engaged in follow-on trading or omnibus account activity. For broker-dealers active in this market segment between January 1, 2023, and September 30, 2025, this initiative warrants immediate attention. FINRA’s focus underscores the need for firms to proactively strengthen compliance, supervisory and due-diligence frameworks before scrutiny is initiated. Implications for Broker-Dealers For broker-dealers that have acted in offerings of foreign-issuer small-cap companies, or engaged in corresponding trading, the risk of regulatory inquiry is now heightened. Firms should assume that FINRA may request detailed documentation of supervisory procedures, training materials, due-diligence records, compensation arrangements, and transaction lists. Potential exposure encompasses both the underwriting/placement side and the secondary trading side, particularly where omnibus accounts or affiliate-linked trading have occurred. Moreover, compliance weaknesses in this area may expose firms to broader regulatory focus given FINRA’s emphasis on market integrity and manipulative trading risks in small-cap IPOs. As a result, firms should view this not simply as a matter of historical transactions but as an active compliance priority for present-day operations and future offerings. Strategic Compliance Priorities and Action Plan Broker-dealers should undertake an immediate, firm-wide review of their involvement in relevant small-cap foreign-issuer offerings. This review should begin with an inventory of all transactions, public or private, in which the firm acted as underwriter, bookrunner, syndicate or selling-group member, placement agent, or participated in secondary trading during the relevant period. Firms should review whether their written supervisory procedures (WSPs), compliance manuals, training materials and internal guidance adequately address the risks particular to small-cap foreign-issuer offerings. This includes controls around due diligence of issuers, audit-firm and management backgrounds, beneficial-owner structures, cross-border legal/regulatory risks, syndicate compensation, and trading after the offering. Surveillance systems and trading desk controls should similarly be assessed to ensure they capture unusual trading patterns consistent with manipulative or coordinated activity. Firms should evaluate whether their AML/KYC programs are appropriately scaled to the enhanced risk of foreign issuers and thinly-traded securities, and whether their vendor-risk frameworks adequately cover third-party trading platforms, omnibus accounts, and algorithmic or remote trading tools. From a governance standpoint, senior management, compliance heads and the board should elevate this matter within their risk-assessment frameworks. Firms should consider whether internal audit scopes and independent reviews cover this business line, whether incentives or compensation structures may have encouraged participation in higher-risk offerings, and whether escalation procedures are clearly defined and monitored. Finally, firms should prepare for regulatory engagement by gathering and organizing deal files, training logs, supervisory review documentation, compensation records and transaction lists now, rather than waiting until a request arrives. Key Takeaways The targeted review by FINRA of small-cap foreign-issuer offerings signals a clear regulatory priority and a call to broker-dealers to raise their vigilance. For firms with exposure in this area, now is the time to act. Waiting until after a request is received may leave a firm scrambling and vulnerable to findings of deficient controls or documentation. The themes underpinning the review—cross-border risk, thin-traded securities, manipulative activity, and weak controls—are broader than the specific focus and should prompt firms to proactively enhance controls across the board. Senior leadership should not view this as a niche compliance issue, but rather as a signal of elevated scrutiny across multiple lines of business. With proper preparation, firms can not only respond to potential regulatory requests but demonstrate a thoughtful, forward-looking compliance program aligned with the evolving risk landscape.
Sullivan & Worcester Announces Creation of Small-Firm Task Force to Address Latest FINRA Small-Cap IPO Sweep
New York, NY – Sullivan & Worcester announced today the creation of its Small-Firm Task Force, a dedicated cross-disciplinary team designed to support small to mid-sized broker-dealers in navigating the review announced by the Financial Industry Regulatory Authority (FINRA) of firms’ practices relating to public and private offerings of small-capitalization, exchange-listed issuers with business operations in foreign jurisdictions, such as China. The FINRA announcement targeting small-cap offerings also seeks to review compliance with Reg M and FINRA Rule 5210, governing quotes of securities. Sullivan’s Task Force is intended to assist firms in responding to inquiries and effecting meaningful compliance during the review period and beyond. In light of FINRA’s renewed focus on small-cap issuers that have foreign business operations, the Task Force brings together members of Sullivan’s market-leading Capital Markets, Government Investigations, Regulatory Compliance and Securities Litigation practice groups. The integrated team offers clients comprehensive, practical counsel tailored to helping issuers, underwriters and other market participants assess, mitigate and manage potential risk exposures, compliance obligations and disclosure challenges. Managing Partner of Sullivan’s New York office David E. Danovitch explained the firm’s move: “No sooner than the industry is beginning to stabilize do we see another major sweep and inquiry into matters that have been covered by various agencies over the past several years. We are uniquely positioned to assist firms in responding to these inquiries. Our longstanding practice throughout Asia and our in-depth experience with Reg M issues and related compliance will now be used as a resource to assist firms in responding to these inquiries and review and, if necessary, proactively improve their procedures.” Danovitch, who also maintains his securities licenses at a small broker-dealer, added: “This is a crushing request that covers nearly three years. The market for small-cap offerings has been challenged since early 2022. The markets are just beginning to improve. This is an unfortunate development.” In addition to Danovitch, Sullivan Partners Michael Dyson and Meghan Rohan will round out the Task Force. The creation of the Small-Firm Task Force underscores Sullivan’s ongoing commitment to helping clients navigate complex legal environments with integrated, forward-thinking solutions. For more information about the Task Force, please contact: David E. Danovitch Partner | New York ddanovitch@sullivanlaw.com | 212 660 3060 Michael T. Dyson Partner | Washington, D.C. mdyson@sullivanlaw.com | 202 775 1217 Meghan Rohan Partner | New York mrohan@sullivanlaw.com | 212 660 3040 About Sullivan Sullivan & Worcester (Sullivan) is a global, mid-sized law firm with lawyers in Boston, London, New York, Tel Aviv and Washington, D.C. Sullivan’s clients, including Fortune 500 companies, leading financial services firms and asset managers, boards of directors, real estate companies, and emerging businesses, rely on Sullivan’s ability to navigate complex legal and operational landscapes, the impeccable judgment of its lawyers, and its commitment to best‑in‑class client service.
Sullivan & Worcester Attorneys Recognized as Thomson Reuters Stand-Out Lawyers
Sullivan & Worcester is pleased to announce that eight of our attorneys have been named Thomson Reuters "Stand-Out Lawyers" for 2025. This recognition is based on direct nominations from senior legal buyers worldwide who identify the lawyers that have made a lasting impact through their exceptional service, expertise and client commitment. Lawyers are recognized for their ability to enhance client satisfaction, increase client advocacy, expand market share, foster engagement and contribute to overall profitability. The following Sullivan attorneys have been recognized: Domenick Pugliese Douglas Stransky Geoffrey Wynne Gerry Silver Michael Dyson Rachael Schwartz Truman Bidwell Sam Fowler-Holmes

Michael T. Dyson

Mike focuses his practice on securities litigation, enforcement, arbitration, regulation and compliance. He has extensive experience representing broker-dealers, other financial institutions, public and private companies, officers and directors in enforcement investigations and examinations before the US Securities and Exchange Commission (SEC), the US Department of Justice (DOJ), the Financial Industry Regulatory Authority (FINRA) and other federal and state agencies. Mike also advises clients on regulatory and compliance matters, including developing effective policies and procedures for broker-dealers and chief compliance officers.

Mike has also served as senior counsel to FINRA. In that role he was responsible for reviewing regulatory and compliance referrals by the Market Regulation and Enforcement staff against broker-dealers and/or brokers involving violations of ethical rules and federal securities laws; rules and regulations identified in the course of FINRA cycle examinations, audits, industry sweeps and customer complaints; termination notices and investigations by the Office of Fraud Detection and Market Intelligence; tips to the Office of the Whistleblower; special investigations; and making a determination, based on an analysis of the sufficiency of evidence and applicable law, whether FINRA should pursue formal disposition of the recommended charges.

Mike also represented FINRA in disciplinary hearings, expedited proceedings and settlement negotiations as well as served as lead counsel in special investigations of potential misconduct in violation of FINRA, NASD, NYSE, Nasdaq and MSRB rules; the Securities Act of 1933; the Securities Exchange Act of 1934; the Investment Advisers Act of 1940; and other federal securities laws, rules and regulations.

Mike was previously a partner at another Washington, DC law firm, where he successfully litigated all aspects of cases from commencement through appeal. He has particular experience representing financial services clients in various civil and criminal matters, with a concentration on complex civil cases, white-collar criminal litigation, and securities enforcement and regulation matters.

Viewpoints
All Viewpoints
SEC Establishes Retail Fraud Working Group to Combat Fraud Targeting Everyday Investors
The U.S. Securities and Exchange Commission (“SEC”) announced on July 7, 2026, the creation of the Retail Fraud Working Group, a new initiative within the Division of Enforcement designed to identify and combat fraud targeting main street investors. The announcement formalizes a priority that SEC Enforcement Director David Woodcock previewed in his May 13, 2026, remarks to the Managed Funds Association Legal & Compliance Conference, reflecting the current Commission’s broader back-to-basics enforcement posture. For issuers, broker-dealers, investment advisers, and private fund managers with retail exposure, the announcement signals that retail-facing enforcement will be a sustained focus of the Division’s work in the months and years ahead. Overview The Retail Fraud Working Group will leverage staff and resources across the Commission to identify fraud and other misconduct targeting retail investors, including offering frauds, pump-and-dump schemes, market manipulation, and breaches of duties owed to customers by investment advisers and broker-dealers. The Group’s initiative is threefold: (i) to serve as a dedicated resource to proactively generate cases; (ii) to work with the Commission’s domestic regulatory partners and foreign counterparts; and (iii) to assist with educating retail investors in coordination with the SEC’s Office of Investor Education and Assistance. The Group will be led by Kate Zoladz, Deputy Director, West, and Kim Frederick, Assistant Director of the Asset Management Unit. Ms. Frederick’s role in the Asset Management Unit suggests that adviser and private fund conduct affecting retail investors will be a focus area for the Group. Chairman Paul S. Atkins described the initiative as “a return to the core values and principles of the enforcement program,” and Director Woodcock emphasized the Group’s role in “generating cases, building partnerships with our regulatory counterparts, and using data and technology to find and stop those who seek to take advantage of retail investors.” About Our Small-Firm Task Force Sullivan & Worcester’s Small-Firm Task Force is actively engaged in advising clients on the implications of the Retail Fraud Working Group and can assist with responding to any related SEC inquiries. The Task Force unites the firm’s Capital Markets, Regulatory Compliance, Government Investigations, and Financial Services Litigation practices, each with deep experience advising issuers, broker-dealers, investment funds, and institutional investors in the small-cap, micro-cap, and mid-market segments. Our interdisciplinary team is well-positioned to help clients navigate the SEC’s renewed retail-fraud enforcement priorities and to develop practical, risk-based compliance strategies aligned with the current regulatory environment.
FINRA’s Small-Cap Sweep: Strategic Steps for Broker-Dealers
It has been approximately one (1) month since the Financial Industry Regulatory Authority (FINRA) has launched a targeted review of broker-dealer activity in small-capitalization offerings involving foreign issuers—particularly those with operations in foreign jurisdictions such as China. The scope of the review extends across both public and private offerings of small-cap exchange-listed issuers and applies to firms that have acted as underwriters, bookrunners, syndicate or selling-group members, placement agents, or engaged in follow-on trading or omnibus account activity. For broker-dealers active in this market segment between January 1, 2023, and September 30, 2025, this initiative warrants immediate attention. FINRA’s focus underscores the need for firms to proactively strengthen compliance, supervisory and due-diligence frameworks before scrutiny is initiated. Implications for Broker-Dealers For broker-dealers that have acted in offerings of foreign-issuer small-cap companies, or engaged in corresponding trading, the risk of regulatory inquiry is now heightened. Firms should assume that FINRA may request detailed documentation of supervisory procedures, training materials, due-diligence records, compensation arrangements, and transaction lists. Potential exposure encompasses both the underwriting/placement side and the secondary trading side, particularly where omnibus accounts or affiliate-linked trading have occurred. Moreover, compliance weaknesses in this area may expose firms to broader regulatory focus given FINRA’s emphasis on market integrity and manipulative trading risks in small-cap IPOs. As a result, firms should view this not simply as a matter of historical transactions but as an active compliance priority for present-day operations and future offerings. Strategic Compliance Priorities and Action Plan Broker-dealers should undertake an immediate, firm-wide review of their involvement in relevant small-cap foreign-issuer offerings. This review should begin with an inventory of all transactions, public or private, in which the firm acted as underwriter, bookrunner, syndicate or selling-group member, placement agent, or participated in secondary trading during the relevant period. Firms should review whether their written supervisory procedures (WSPs), compliance manuals, training materials and internal guidance adequately address the risks particular to small-cap foreign-issuer offerings. This includes controls around due diligence of issuers, audit-firm and management backgrounds, beneficial-owner structures, cross-border legal/regulatory risks, syndicate compensation, and trading after the offering. Surveillance systems and trading desk controls should similarly be assessed to ensure they capture unusual trading patterns consistent with manipulative or coordinated activity. Firms should evaluate whether their AML/KYC programs are appropriately scaled to the enhanced risk of foreign issuers and thinly-traded securities, and whether their vendor-risk frameworks adequately cover third-party trading platforms, omnibus accounts, and algorithmic or remote trading tools. From a governance standpoint, senior management, compliance heads and the board should elevate this matter within their risk-assessment frameworks. Firms should consider whether internal audit scopes and independent reviews cover this business line, whether incentives or compensation structures may have encouraged participation in higher-risk offerings, and whether escalation procedures are clearly defined and monitored. Finally, firms should prepare for regulatory engagement by gathering and organizing deal files, training logs, supervisory review documentation, compensation records and transaction lists now, rather than waiting until a request arrives. Key Takeaways The targeted review by FINRA of small-cap foreign-issuer offerings signals a clear regulatory priority and a call to broker-dealers to raise their vigilance. For firms with exposure in this area, now is the time to act. Waiting until after a request is received may leave a firm scrambling and vulnerable to findings of deficient controls or documentation. The themes underpinning the review—cross-border risk, thin-traded securities, manipulative activity, and weak controls—are broader than the specific focus and should prompt firms to proactively enhance controls across the board. Senior leadership should not view this as a niche compliance issue, but rather as a signal of elevated scrutiny across multiple lines of business. With proper preparation, firms can not only respond to potential regulatory requests but demonstrate a thoughtful, forward-looking compliance program aligned with the evolving risk landscape.
Sullivan & Worcester Announces Creation of Small-Firm Task Force to Address Latest FINRA Small-Cap IPO Sweep
New York, NY – Sullivan & Worcester announced today the creation of its Small-Firm Task Force, a dedicated cross-disciplinary team designed to support small to mid-sized broker-dealers in navigating the review announced by the Financial Industry Regulatory Authority (FINRA) of firms’ practices relating to public and private offerings of small-capitalization, exchange-listed issuers with business operations in foreign jurisdictions, such as China. The FINRA announcement targeting small-cap offerings also seeks to review compliance with Reg M and FINRA Rule 5210, governing quotes of securities. Sullivan’s Task Force is intended to assist firms in responding to inquiries and effecting meaningful compliance during the review period and beyond. In light of FINRA’s renewed focus on small-cap issuers that have foreign business operations, the Task Force brings together members of Sullivan’s market-leading Capital Markets, Government Investigations, Regulatory Compliance and Securities Litigation practice groups. The integrated team offers clients comprehensive, practical counsel tailored to helping issuers, underwriters and other market participants assess, mitigate and manage potential risk exposures, compliance obligations and disclosure challenges. Managing Partner of Sullivan’s New York office David E. Danovitch explained the firm’s move: “No sooner than the industry is beginning to stabilize do we see another major sweep and inquiry into matters that have been covered by various agencies over the past several years. We are uniquely positioned to assist firms in responding to these inquiries. Our longstanding practice throughout Asia and our in-depth experience with Reg M issues and related compliance will now be used as a resource to assist firms in responding to these inquiries and review and, if necessary, proactively improve their procedures.” Danovitch, who also maintains his securities licenses at a small broker-dealer, added: “This is a crushing request that covers nearly three years. The market for small-cap offerings has been challenged since early 2022. The markets are just beginning to improve. This is an unfortunate development.” In addition to Danovitch, Sullivan Partners Michael Dyson and Meghan Rohan will round out the Task Force. The creation of the Small-Firm Task Force underscores Sullivan’s ongoing commitment to helping clients navigate complex legal environments with integrated, forward-thinking solutions. For more information about the Task Force, please contact: David E. Danovitch Partner | New York ddanovitch@sullivanlaw.com | 212 660 3060 Michael T. Dyson Partner | Washington, D.C. mdyson@sullivanlaw.com | 202 775 1217 Meghan Rohan Partner | New York mrohan@sullivanlaw.com | 212 660 3040 About Sullivan Sullivan & Worcester (Sullivan) is a global, mid-sized law firm with lawyers in Boston, London, New York, Tel Aviv and Washington, D.C. Sullivan’s clients, including Fortune 500 companies, leading financial services firms and asset managers, boards of directors, real estate companies, and emerging businesses, rely on Sullivan’s ability to navigate complex legal and operational landscapes, the impeccable judgment of its lawyers, and its commitment to best‑in‑class client service.
Sullivan & Worcester Attorneys Recognized as Thomson Reuters Stand-Out Lawyers
Sullivan & Worcester is pleased to announce that eight of our attorneys have been named Thomson Reuters "Stand-Out Lawyers" for 2025. This recognition is based on direct nominations from senior legal buyers worldwide who identify the lawyers that have made a lasting impact through their exceptional service, expertise and client commitment. Lawyers are recognized for their ability to enhance client satisfaction, increase client advocacy, expand market share, foster engagement and contribute to overall profitability. The following Sullivan attorneys have been recognized: Domenick Pugliese Douglas Stransky Geoffrey Wynne Gerry Silver Michael Dyson Rachael Schwartz Truman Bidwell Sam Fowler-Holmes