Sullivan
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Sullivan's Regulatory Compliance Group is a unique interdisciplinary practice advising primarily smaller public issuers, broker dealers, investment funds and institutional investors on the challenges facing the small-cap, micro-cap and mid-market segments of the market.

The practice focuses on regulatory compliance, white-collar criminal defense, government investigations, corporate internal investigations, and investigations and proceedings before administrative, legislative, and self-regulatory agencies. The Group works closely with the Firm’s Special Investigations & Compliance Group and its Capital Markets practice areas to assure regulatory compliance, the foundation on which our clients operate.

Sullivan's transactional attorneys are experienced in assisting clients in a wide range of matters including: the acquisition or sale of businesses; banking and secured lending transactions; workouts; capital markets; financial services; and international or cross-border transactions. Sullivan's Capital Markets practice represents underwriters and issuers in public and private offerings of equity, equity-linked securities, and debt. We have particular experience in private investment in private offerings, initial public offerings, self-underwritings, registered direct offerings, and offerings of convertible and other hybrid securities. Our capabilities include the ability to represent clients large and small domestically or on cross-border matters. We represent many of the leading small to medium-sized investment banks, while maintaining a focus on our extensive base of corporate clients. Our lawyers regularly participate in transactions involving a wide variety of industries, including technology, manufacturing, media, telecommunications, energy/natural gas, biotech, and retail, as well as several other specialized financings. Significantly, we have experience in identifying emerging practice areas within the Capital Markets industry segment and counseling clients in understanding and navigating unchartered territories as they seek to advance their business, financial, and operational objectives. Our capital markets attorneys and litigators are routinely paired to effect compliance in the first instance and evaluate the merit of litigation claims and investigations if it comes to that.

Our success is predicated on our experience in conducting thorough and reliable internal investigations, using the investigative record effectively to persuade the government/enforcement agencies to decline prosecution or enforcement action against our clients where possible, and discreetly resolving government investigations on favorable terms for our clients. When these results are not possible, we use our extensive litigation and trial experience to defend our clients in court or the relevant agency forum. Our practice preference is to begin from a proactive position: we prefer to schedule a compliance session(s) to review our client’s policies, practices, and procedures and to work with our clients to anticipate and avoid regulatory traps and surprises. Similarly, with respect to our transactional practice, our special situations attorneys utilize our extensive regulatory and enforcement knowledge and experience to guide our clients throughout the entire transaction or process.

Unlike other firms, our transactional attorneys routinely work with our enforcement attorneys to better understand the compliance dynamic, develop oversight standards, and receive needed input about the workings of the Justice Department, Securities and Exchange Commission, and federal banking regulators, among others.

  • With our enforcement and subject matter attorneys routinely work together to advise and represent clients in internal investigations, grand jury investigations and trials involving allegations of securities fraud, bank fraud, insider trading, market manipulation, and other related violations.
  • Our experience in white-collar crime, complex civil litigation and regulatory enforcement makes us particularly suited to defending multifaceted cases involving parallel criminal, civil and regulatory actions arising out of the same events.
  • We regularly advise on the development and maintenance of compliance programs.
  • Additionally, we have experience in conducting investigations for large as well as small companies (public as well as private) and their boards into allegations of workplace harassment, as well as advising a variety of public and private clients on human resources best practices, including the implementation of policies relating to harassment, whistleblowers, employee relations, termination and conflict resolution.

Our practice is staffed by senior lawyers in New York, who provide experience and credibility with the federal and state governmental authorities across the country and around the world. Consistent with the firm’s client-centered approach, the team routinely draws upon the experience of many other partners, including transactional lawyers and commercial litigators as well as subject-matter experts who enable our team to understand the nuances associated with transactions and structures that are the subject of governmental scrutiny.

Viewpoints
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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.
Sullivan & Worcester Submits Rebuttal Comment Letter to SEC on Nasdaq’s Proposed Market Value Listing Requirement
On June 3, 2026, Sullivan & Worcester submitted a rebuttal comment letter to the U.S. Securities and Exchange Commission (SEC) in response to comment letters supporting Nasdaq’s proposed continued listing requirement mandating that companies maintain a minimum Market Value of Listed Securities of $5 million. The letter was authored by partners David Danovitch, Angela Gomes, and Brendan O’Brien, and associate Phillip Carnevale. Building on the firm’s prior submissions, Sullivan argued that the comment letters that were in support of the Nasdaq proposal failed to provide empirical evidence linking the proposed $5 million threshold to fraud, manipulation or enhanced investor protection. Sullivan's letter also buttressed its earlier letters by highlighting additional market data demonstrating that many companies that temporarily fell below the proposed threshold subsequently recovered above a $5 million market capitalization threshold, resulting in the creation of significant shareholder value. For these reasons, Sullivan urged the SEC to disapprove the proposal. Through its interdisciplinary Small-Firm Task Force, Sullivan continues to advocate for practical, evidence-based regulatory approaches affecting small-cap, micro-cap and mid-market public companies and their investors.  To stay informed on developments affecting small-cap and micro-cap market participants, visit Sullivan’s Small-Firm Task Force resource center, which provides ongoing insights, commentary and updates on the evolving regulatory landscape.
SEC Turns the Spotlight On Nasdaq Delisting Standards
David Danovitch was quoted in the article "SEC Turns the Spotlight on Nasdaq Delisting Standards," published by Law360 [sub. req'd] on May 1, 2026. The article discusses the U.S. Securities and Exchange Commission’s decision to delay implementation of proposed Nasdaq delisting standards to allow for additional public comment, following concerns that the changes could expose smaller companies to market abuse and limit their ability to appeal delisting decisions. “It’s not the norm,” David says, referring to the SEC’s decision to pause its review. “And I think it reflects the fact that the comments, particularly the comments in opposition or expressing concern about the proposal’s implementation, gave the SEC quite a lot to think about,” he adds.
Atkins Calls for Leaner Corporate Risk Disclosures, Says Filings Have Become Litigation Shields
Howard Berkenblit was quoted in the article "Atkins Calls for Leaner Corporate Risk Disclosures, Says Filings Have Become Litigation Shields" published by Law.com [sub. req'd] on February 19, 2026. The article discusses U.S. Securities and Exchange Commission Chair Paul Atkins’ call for more streamlined corporate risk disclosures and a potential safe harbor for certain nondisclosures. In the article, Howard noted that risk disclosures often serve as “cheap insurance” against litigation but emphasized that "[i]t's a balance—not only about warning investors about the material risk, but making sure that it’s a complete disclosure as well." "It's well and good for the SEC to say this is safe harbor but, if companies are still going to get sued by plaintiffs' lawyers or class actions, it's going to take a while for companies to get comfortable until it's tested and shown to work," said Howard.

Regulatory Compliance

Regulatory Compliance