Sullivan & Worcester LLP

Ameek Ashok Ponda

Ameek is director of Sullivan's Tax Department and a former member of the firm's Management Committee. His practice includes domestic and international taxation, with an emphasis on mergers & acquisitions and REIT transactions. Ameek is nationally recognized for his work in REIT conversions and REIT cross-border matters. He has represented public and private REITs in an array of real property sectors, both domestically and abroad, including: business storage facilities; cold storage facilities; communications towers; data centers; dark and lit fiber; digital billboards; distributed antenna systems; hotels and travel centers; industrial properties; mortgage loans; single-family and multi-family residential; office buildings; parking facilities; retail properties; senior living facilities; solar, wind, and other power infrastructure; timberlands; transmission and distribution lines; as well as vineyards, greenhouses, and other agricultural properties.

Amy Sheridan

Amy concentrates her practice in the employee benefits and executive compensation area and is experienced in designing, structuring and addressing documentation and compliance issues for compensation and benefit arrangements. She has broad expertise with regulatory and tax requirements related to welfare plans (including federal health care reform and HIPAA privacy and security requirements), qualified and nonqualified retirement plans and individual retirement accounts. She designs and reviews nonqualified deferred compensation arrangements and is noted for her skill and deep knowledge of Internal Revenue Code Sections 409A, 457(f) and 457A and tax rules related to equity arrangements. She has been recognized for her work in structuring novel and creative deferred compensation, bonus and phantom equity arrangements. Amy is also experienced in analyzing ERISA prohibited transaction, fiduciary and reporting issues, and in structuring benefit plan investments to avoid application of ERISA (including through use of venture operating companies (VCOCs) and real estate operating companies (REOCs)). Amy has worked with clients in the financial technology and blockchain, life sciences, healthcare, real estate, professional services, education, financial services, hotel and hospitality, esports and gaming, media and not-for-profit sectors and regularly advises domestic and multinational companies ranging from start-ups to public companies.

Amy A. Zuccarello

Amy, a member of the firm's management committee, represents borrower and creditor clients in all aspects of distressed transactions, complex bankruptcy proceedings and out-of-court restructurings. Amy’s practice includes a focus in the area of corporate trust, and she has experience representing indenture trustees, agents, collateral trustees, bondholders, lenders and investors in a wide range of complex asset-backed and unsecured financings and corporate debt restructurings, both inside and outside of Chapter 11. Amy has provided advice to clients across numerous industries, including retail, transportation, senior housing and hospital, recreation, real estate, insurance, clean and alternative energy, municipal distress, mining, military housing, financial services, medical devices and intellectual property. Equally comfortable as both a bankruptcy lawyer and a transactional lawyer, Amy has specialized experience negotiating aircraft sales and leases, public and private asset securitizations, real estate project financings and other structured transactions. Amy regularly advises secured lenders on perfection and remedial issues under the UCC and provides non-consolidation opinions, true lease opinions and true sale opinions on behalf of bankruptcy-remote, special purpose entities. Amy is also the co-chair of the firm's Ethics and Professional Responsibility Committee.

Angela Gomes

Angela is the leader of Sullivan’s REITs Practice Group. She focuses on corporate finance and securities regulation, in addition to handling general corporate matters and mergers and acquisitions. She advises clients, including public companies, on a broad range of corporate and securities matters, including securities law compliance, disclosure and periodic reporting, and corporate governance matters. Angela also advises a number of nonprofit organizations on general corporate law matters, as well as state and federal tax-exempt status. In 2017, Angela was named as one of Massachusetts Lawyers’ Weekly’s Top Women of Law, and in 2015 she also was named as one of Ten Outstanding Young Leaders by the Greater Boston Chamber of Commerce. While attending Boston University School of Law, she was an active member of the Black Law Students Association, serving as vice president and president during her second and third years, respectively. She also served as an articles editor for the Journal of Science and Technology Law. In April 2010, the Boston University School of Law Black Law Students Association awarded Angela its Young Alumni Award in recognition of her outstanding contribution to the legal community, including the students of the BU BLSA. In April 2014, Boston University School of Law awarded Ms. Gomes its Alumni Pro Bono Award in appreciation of her commitment to pro bono work. Angela served as president of the Massachusetts Black Lawyers Association from April 2015 to April 2016. She also serves on the board of directors of a number of nonprofit organizations. Angela is co-chair of the firm’s Diversity, Equity and Inclusion Committee.

Ashley Brooks

Ashley leads Sullivan's Real Estate Group and is a member of the firm's Management Committee. Her practice focuses on all aspects of transactional commercial real estate law, including single-lender and syndicated multi-lender financing, development, acquisitions and dispositions, private/preferred equity investing, and leasing, representing institutions and public and private companies across all asset classes throughout the United States. Ashley's experience includes negotiating and documenting complex loan facilities (senior and mezzanine), construction loans, private/preferred equity ventures, fund formation, portfolio acquisitions and sales, ground leases, sale-leasebacks, workouts and foreclosures.

Avinash Rao

Avi represents public and private companies, including real estate investment trusts (REITs), and financial institutions in mergers and acquisitions, equity and debt financings, corporate finance and joint ventures. He also represents public companies in securities law compliance, disclosure and periodic reporting, stock exchange listing and corporate organization and governance matters. Avi has extensive experience assisting companies with internal reorganizations and restructurings. Avi is co-chair of the firm’s Diversity, Equity and Inclusion Committee.

Benjamin Armour

Ben is the leader of the Mergers & Acquisitions group at Sullivan. He represents clients in a range of complex corporate matters, with a focus on mergers and acquisitions, private equity, and capital raising transactions. Ben provides sophisticated transactional counsel to diverse clients pursuing growth strategies, liquidity events, and the investment of capital. He represents public and private companies and investment funds across a broad array of industries, including technology and artificial intelligence, fintech, life sciences, medical technology, gaming, and sports and entertainment. Ben advises clients through all stages of the corporate life cycle – including initial formation, early-stage financing, growth, and exit. Ben’s practice includes an emphasis on cross-border work and assisting clients maximize business opportunities in the U.S. market. His practice also encompasses a range of corporate governance and emerging companies matters. Ben is a leader of the firm’s Opportunity Zones practice group and advises a range of clients in forming private investment funds, partnerships, joint ventures and other investment structures to take advantage of the U.S. Tax Cut and Jobs Act of 2017's Opportunity Zone Program. He also plays an active role in the firm’s Fintech and Blockchain practice group and counsels companies with respect to blockchain and related technologies, virtual currencies and digital token sales, and related securities laws and regulatory matters.

Caroline 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.

Daniel Ryan

Dan's practice focuses on representing taxpayers in federal and state tax litigation and controversies as well as transactional planning involving corporate, franchise, personal income and sales/use tax matters. Prior to his employment at Sullivan, Dan was an attorney at the Internal Revenue Service Office of Chief Counsel, where he represented the Internal Revenue Service in litigation before the United States Tax Court and served as a Special Assistant United States Attorney for the District of Massachusetts. Dan is also one of the founders of the firm's Opportunity Zone practice group, and has assisted in the structuring of over $1 billion in Opportunity Zone projects throughout the country, including both real estate and operating business. Dan was named a Top 25 Tax Specialist by Opportunity Zone Magazine in 2022. Dan is a frequent speaker on such matters as Opportunity Zone tax structuring, federal tax credits, federal and state controversy issues, and domicile planning. Dan has also been quoted on various tax matters in publications such as the Boston Globe, the Boston Herald, Law360, The Real Deal and Bloomberg Tax. Dan has successfully represented clients under audit before the Internal Revenue Service and various state departments of revenue on a wide range of matters. For example, Dan successfully secured a multi-million dollar refund for an insurance company before the Massachusetts Supreme Judicial Court in Dental Service of Massachusetts v. Commissioner, a case of first impression in Massachusetts. Dan has also represented clients in domestic and offshore voluntary disclosures, and has successfully negotiated the abatement of federal tax penalties imposed based on various offshore tax issues.

Daniela Barrdear

Counsel Daniela Barrdear advises on trade, commodity and export finance structures, acting for banks and non-bank financial institutions, development finance institutions and multilateral organisations as well as borrowers. She has significant knowledge of blended finance, ECA-backed financing for both for borrowers and bank syndicates, supply chain finance techniques, across the globe with a focus on emerging markets. Daniela advises the European Union, UK Export Finance and African Export Import Bank in the design and implementation of credit risk mitigation guarantees and programmes offered to banks and other development finance institutions. Daniela joined the Sullivan &Worcester team in 2023 after spending 14 years in the trade and commodity finance team of Hogan Lovells in London.

David Guadagnoli

David concentrates his practice in employee benefits and executive compensation. With respect to benefits, David is experienced in the design, implementation and administration of welfare and fringe benefit arrangements and qualified retirement plans (including 401(k) plans and ESOPs) for large and small employers, retirement distribution planning for individuals and the design and implementation of nonqualified deferred compensation and equity compensation arrangements for public and private employers. David has extensive practical experience with nondiscrimination testing issues, plan recordkeeping and conversion issues, IRS and DOL audits and the use of self-correction and agency-approved programs and the use of ESOPs as a succession planning tool. David also regularly negotiates employment, severance and change in control agreements, representing both executives and employers. With over 30 years of experience as a practitioner, and having served as a plan fiduciary and on numerous boards, David brings a pragmatic approach to his practice and regularly counsels clients in the financial services industry by advising on and negotiating investment management agreements, structuring pension plan investments to avoid ERISA where possible (using venture capital operating companies (VCOCs) and real estate operating companies (REOCs), as appropriate), and helping clients navigate fiduciary and prohibited transaction issues under ERISA when not. David has worked with clients in manufacturing, real estate, professional services, education, financial services and the not-for-profit sectors. David regularly speaks at seminars for the New England Employee Benefits Council, Massachusetts Society of CPAs and the American Society of Pension Professionals & Actuaries. David has published innumerable client alerts on employment benefit news and developments and was instrumental in creating a COVID Resource Center on Sullivan’s website, addressing a wide variety of coronavirus related issues by writing and publishing 28 client alerts that were sent out to the firm’s clients to help them cope with the impact of the COVID-19 pandemic and understand the implications of FFCRA, retirement and welfare provisions in the CARES Act, the Paycheck Protection Program and other actions taken by state governments and the federal government. David has shepherded the practice to recognition by U.S. News Best Lawyers, Chambers USA and The Legal 500 U.S. and has been personally consistently ranked by Chambers USA, Best Lawyers in America® and The Legal 500 U.S.

David Mahaffey

David is the managing partner of the Washington, D.C. office. Prior to joining Sullivan & Worcester, David was Special Counsel in the Washington, D.C. office of Gibson, Dunn & Crutcher. He previously served as Assistant General Counsel for Legislation and Investment Company and Adviser Regulation at the Securities and Exchange Commission and as Counsel to SEC Commissioner Aulana Peters. David's client work includes: Representing mutual funds, exchange-traded funds, closed-end funds, and business development companies and their independent trustees in connection with fund organization, public offerings and operations Representing investment advisers and investment company boards in mergers and acquisitions Representing investment advisers and broker-dealers with respect to regulatory matters and law enforcement investigations arising under the federal securities laws Advising public companies concerning their status under the Investment Company Act of 1940

David Nagle

Dave is a managing partner of Sullivan. His practice involves both transactional tax planning and representing taxpayers in disputes before the Internal Revenue Service and the Massachusetts Department of Revenue. Representative Matters: Federal and state tax controversies, including income, sales and use, property and responsible person tax matters Complex business transactions, including taxable and nontaxable acquisitions, corporate and partnership restructurings and forward and reverse like kind exchanges General federal and state tax matters

David Leahy

David's practice consists of counseling independent directors of open-end funds, closed-end funds, exchange-traded funds and business development companies, as well as the funds themselves and their investment advisers on matters relating to the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Securities Act of 1933 and the Securities Exchange Act of 1934.

Domenick Pugliese

Dom is a senior statesman for the registered fund space, with 40 years of experience representing mutual funds, exchange-traded funds and their boards of directors. Dom was a pioneer in the ETF space, working to bring to market one of the earlier ETF complexes and his current clients include a variety of ETFs of all product types, including derivatives based funds, leveraged 2x funds, affinity type products and funds seeking cryptocurrency exposure. On mutual fund side, Dom has deep experience with all types of products and has been recognized for his work representing boards of directors. Dom is a trusted adviser to registered investment companies and their boards regarding all aspects of Investment Company Act and Investment Advisers Act regulation. He counsels all types of investment companies, including mutual funds, closed-end funds, exchange-traded funds, and business development companies. He also dedicates a substantial portion of his practice to advising independent trustees and directors of mutual funds, exchange traded funds and variable annuity trusts. Dom represents fund companies (and their Boards) of all sizes, from large, multi-fund and multi-manager complexes, to smaller fund companies both within multiple series trusts and as stand-alone entities. Dom and his team are expert in launching new fund complexes, in both a timely and cost-efficient manner and in counseling entrepreneurs who are thinking of entering the fund business. Dom has worked with clients creating new ESG mutual funds and ESG ETFs. Dom has deep experience in the practical realities of how funds and advisers work, experience gained from working both inside investment advisory organizations and as outside counsel to those organizations and the funds they manage. This insider’s perspective enables him to develop solutions that are both practical and effective. As outside counsel, Dom views his role as a multi-faceted one. Not only does he counsel boards on their statutory and regulatory obligations, but he also ensures that boards understand how to represent the best interests of shareholders and how to work with the adviser to advance the business of the fund and the interests of shareholders. Dom has been recognized for his expertise and high level of service. He has been a finalist for Independent Counsel of the Year by the Fund Intelligence Mutual Fund Industry & ETF Awards for the last three years. Dom has been highly ranked by Chambers Global, Chambers USA and Legal 500 for many years. He is also recognized in the Best Lawyers in America® for the last seven years. As counsel to Independent trustees, Dom coordinates Executive Sessions, with and without management, so that independent trustees can provide the strategic oversight and guidance so necessary to the success of the fund business. Dom also believes in working closely with internal counsel and the chief compliance officer. Before entering private practice, Dom was a deputy general counsel for Alliance Capital and in-house counsel at Prudential Mutual Fund Management.

Douglas Stransky

Doug is the leader of Sullivan's International Tax Practice Group. He concentrates his practice on international tax planning for clients in a wide range of industries with a particular emphasis on U.S.-based clients investing in foreign jurisdictions. Additionally, Doug works with Sullivan’s Fintech & Blockchain Group, advising clients on the tax implications of multi-jurisdictional cryptocurrency and fintech-related ventures. Doug is a former co-chair of the International Tax Committee of the Boston Bar Association, a member of the Board of Advisors for Practical U.S./International Tax Strategies, a contributing author for Lexis Practice Advisor and a member of the adjunct tax faculty at Boston University School of Law. Doug is also a frequent speaker at various conferences and webinars on international tax topics for Bloomberg Tax, Financial Executives International, Boston Bar Association and the International Fiscal Association.

Ellis Lawson

Ellis Lawson has extensive experience across a wide range of finance products and geographies, having spent significant portions of his career based both in London and in the Middle East and having advised on transactions across Europe, the Middle East and Africa. He has regularly acted for all commercial parties to financings, including arrangers, syndicate lenders, borrowers, sponsors and export credit agencies across finance categories including syndicated corporate lending (conventional and Shari’ah compliant), acquisition finance, project finance and real estate development finance. In addition Ellis has significant experience acting on debt restructurings and in connection with financial distress. Ellis joined Sullivan & Worcester from a Magic Circle law firm in 2023 after spending 12 years working in their London, Dubai and Abu Dhabi offices.

Eric Rietveld

Eric concentrates his practice in the areas of tax planning and tax controversy. He assists his clients in all matters of tax planning, with a focus on REITs, real estate funds, and international tax. Recently, he was part of the team that advised a public REIT on its $10 billion acquisition of another public REIT, and he regularly advises clients on the tax aspects fund offerings and participations or investments in funds. Eric also has extensive experience in tax controversy matters and has represented clients with tax disputes before the IRS, state authorities, the US Tax Court and Federal Courts. Recently, he has advised several clients on sales and use tax collection and filing obligations and exposure related to their national presence, including a multi-state voluntary disclosure that brought a client into sales and use tax compliance nationwide. Additionally, he has experience assisting clients with international tax planning, including issues related to international assets, foreign asset reporting, and expatriation for individuals and both in-bound and out-bound international tax issues for businesses.

Geoffrey Wynne

Geoffrey Wynne is head of the Trade & Export Finance Group and Sullivan's London office. He has extensive experience in banking and finance, specifically corporate and international finance, trade and structured trade and commodity finance, electronic bank and digitising trade finance, structured finance, asset and project finance, syndicated lending, equipment leasing, workouts and financing restructuring, leveraged and management buy-outs and general commercial matters. Recognised as one of the leading trade finance lawyers globally, Geoff has advised extensively many of the major trade finance banks around the world on trade and commodity transactions in virtually every emerging market including CIS, Far East, India, Africa and Latin America. He has worked on many structured trade transactions covering such diverse commodities as oil, nickel, steel, tobacco, cocoa and coffee. The team which Geoff leads has won numerous awards and recognition for its work in the Trade and Export Finance industry. In 2021 the firm was named ‘GTR Law Firm of the Year for Innovation’, recognising the role the firm played during the initial stages of the pandemic in 2020 helping to ensure the trade finance industry was able to move to a secure digital environment from a legal perspective.

Gerry Silver

Gerry is the leader of Sullivan's Litigation Group. He has unique experience in software, licensing, internet and IT outsourcing and implementation disputes. He also regularly represents clients in financial services disputes, IP disputes, Founder disputes, stock option disputes, employment discrimination/restrictive covenant litigation, and other business disputes. Gerry has substantial trial experience in state and federal courts throughout the country, in appellate proceedings, and in arbitration. Gerry’s recent representations include Capgemini, Simplus (Infosys), RWS (formerly SDL), DarioHealth, Nano Dimension, Inspira, parcelLabs, CyberArk, Montran, Spotify, EY, VICE, Launch Capital, KLP Enterprises, Alliance Global Partners, Greenleaf Compassionate Care Center, The Jewish Agency For Israel and the World Zionist Organization. Gerry recently represented a Holocaust survivor against a wrongful taking of his property. Gerry also represents antique race car dealers and purchasers, including defending an action asserted by Jerry Seinfeld and commencing an action on behalf of Adam Levine.

Gregory Sampson

Greg is the leader of the firm’s Permitting & Land Use and Energy, Infrastructure & Sustainability practice groups. He is a real estate, land use, and environmental attorney with more than 20 years of experience in commercial real estate transactions, including significant experience in the planning, design, permitting and development of contaminated properties and similarly challenging sites, as well as renewable energy and infrastructure projects. His practice covers all aspects of real estate development, including acquisitions/dispositions, entitlement, and financing, including construction loans, refinancing, workouts, and tax credit supported lending. As part of this work, he regularly represents clients throughout the permitting and public approval process at the federal, state, and local levels on issues related to zoning and land use, wetlands and waterways, environmental policy acts, sustainability and climate change. Before practicing as an attorney, Greg worked for approximately 10 years as a Project Manager/Senior Environmental Planner for BSC Group, Inc. in Boston, where he managed multi-disciplinary land development and infrastructure improvement projects for private and public sector clients throughout New England. Greg is a LEED (Leadership in Energy and Environmental Design) Accredited Professional with Neighborhood Development specialty, and was formerly certified as a Professional Wetland Scientist by the Society of Wetland Scientists. He currently serves as Chair of the City of Melrose Planning Board, and has served on the board since 2016.

Howard Berkenblit

Howard is the leader of the firm’s Capital Markets Group. He specializes in counseling both public and private companies involved in equity and debt financings, including IPOs and follow-on public offerings as well as private placements, and regularly advises clients regarding ongoing corporate governance and disclosure matters, stock exchange listing standards and Sarbanes-Oxley Act and Dodd-Frank Act compliance. Howard advises companies in a number of industries including real estate investment trusts (REITs), technology and life sciences companies. As part of his practice, Howard frequently advises Israeli and other international companies that seek to have their securities traded in the United States. His clients vary in size from smaller reporting companies and emerging growth companies to well-known seasoned issuers and are listed on Nasdaq, NYSE and OTC. Howard excels at deciphering complex SEC rules and advising clients in how to apply them. He efficiently works through "gray" areas with clients to achieve an appropriate balance of business goals within the parameters of legal constraints. Howard's goal is to help companies and their executives effectively negotiate transactions and achieve well-honed communications and disclosures as part of their overall strategies. Howard writes and speaks extensively on many securities and governance topics. He is also the editor of The SEC Pulse, a blog that provides updates and commentary from our Capital Markets Group on issues affecting publicly traded and privately owned businesses, investment banks, foreign companies, boards of directors and company officers. When not advising on Capital Markets matters, Howard enjoys long-distance running and acting in community theater productions.

Joel Telpner

Joel is a highly-regarded trailblazer in the fintech, blockchain, and cryptocurrency space. Joel's clients’ size and nature vary from governments, top cryptocurrencies, and large enterprises to smaller startups, who describe him as a "very sharp and very experienced partner" who is "super pragmatic" and can "sort through the chaff and get to the nub of things impressively quickly." His representative client work includes advising the Marshall Islands in creating digital sovereign currencies; helping to launch ndau, a buoyant stablecoin virtual currency; structuring for Gita Holdings/GreatX a structured, principal-protected tokenized investment product allowing investors to obtain upside exposure to hotel room blocks in various hotel properties; as well as providing regulatory advice to prominent blockchain projects including Aeternity, IOTA, NEM, and Celsius. Being recognized worldwide as an authority on blockchain and digital asset issues, Joel currently sits on several of the industry’s leading research groups and has spoken extensively worldwide. He works on global regulatory policy initiatives for the Chamber of Digital Commerce, the Blockchain Research Institute, the Global Blockchain Business Council, Wharton Reg@Tech, and the Wall Street Blockchain Alliance’s Legal Working Group. He co-founded the Stablecoin Foundation, a global trade association for stablecoins in October 2018. Joel was recognized by Chambers and Partners as one of 13 leading Fintech, Blockchain, and Cryptocurrency lawyers in the United States and as one of the six leading Fintech lawyers in the United States by the Legal 500. He was also named Law360’s 2020 Fintech MVP. His ability to express new and extremely complex legal issues in plain English has made Joel a go-to source for clients as well as conferences and reporters around the world. In the past, he has spoken at the World Economic Forum's Blockchain Central in Davos, Harvard Law School, the Government of the Bahamas and the Carnegie Corporation, and been quoted by the Wall Street Journal, New York Times, Forbes, Reuters, and CoinDesk, among others.

John Chilton

John's practice focuses on the representation of mutual funds, exchange-traded funds (ETFs), closed-end funds and business development companies (BDCs) and their independent board members. He advises clients on a range of matters, including the formation, operation, merger and liquidation of mutual funds, closed-end funds, ETFs, and BDCs. John has extensive experience working on transactions involving registered funds, such as adviser acquisitions, fund adoptions and product launches.

John Steiner

John is director of Sullivan's Real Estate Department. Experienced in all aspects of real estate law and transactions, his practice focuses on acquisitions, financings and development work. In particular, John represents REITs in the office, hotel and senior housing industries in connection with their acquisition, disposition, financing and leasing of large portfolios and individual assets. In 2018, John has closed in excess of $1.2 billion in acquisitions on behalf of his REIT clients. John frequently advises foreign investors in the U.S. real estate markets. He also frequently represents borrows and lenders for senior housing projects. He is active in the legal community and co-chaired the Boston Bar Association’s Real Estate Finance Committee in 2004 and 2005. He also chaired the firm’s Hiring Committee. Education Harvard Law School (J.D., cum laude) Boston College (B.A., summa cum laude) Bar & Court Admissions Massachusetts Professional Qualifications

John Hunt

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.

Karen Kepler

Karen has a general commercial real estate development and finance practice representing owners, developers and financial institutions in construction, term and bridge financing transactions for all commercial real estate asset classes. She also leads the firm's Affordable Housing and Community Economic Development Group and has significant experience representing owners, developers, financial institutions and quasi-public agencies in HUD and Fannie Mae-financed developments, federal and state low income housing tax credit, historic tax credit and tax-exempt bond financed projects, New Markets Tax Credit developments and "Comprehensive Permit" projects under Massachusetts General Laws Chapter 40B. Karen also has extensive experience structuring complex, multi-tiered and multi-phased projects using creative land use tools such as condominiums, air-rights and ground leases. Karen is also co-chair of Sullivan's Women's Initiative and serves on the firm's Diversity, Equity & Inclusion Committee.

Laura Steinberg

Laura's practice involves federal and state civil (commercial) litigation and arbitrations throughout the United States, with an emphasis on complex regulatory and fiduciary issues. She has extensive experience in disputes involving shareholder and investor rights and relationships; application of the business judgment rule; and fiduciary disclosures, compliance and enforcement issues (often in a securities law setting). A significant component of her practice consists of counseling clients on how to minimize or avoid litigation exposure both contractually and through proactive conduct. As an integral part of her practice, Laura regularly conducts internal investigations, a number of which have addressed sanctions, FCPA and FCA matters. She has written and provided implementation advice and training for anti-bribery/anti-corruption policies that also address third-party due diligence issues. Laura has frequently arbitrated in many different forums, including the American Arbitration Association, the National Association of Securities Dealers, the New York Stock Exchange and specially tailored entities. Internationally, she has arbitrated under the auspices of ICSID, the London Court of International Arbitration, the International Chamber of Commerce and similar organizations.

Lewis Segall

Lew is the director of Sullivan's Corporate Department in Boston. His practice is focused on a number of transactional areas. He regularly represents public and private companies in equity and debt financings, joint ventures, domestic and international mergers and acquisitions, and general corporate matters. Lew also represents financial institutions in secured and unsecured credit facilities. His clients consist of major financial institutions, private equity groups, family-owned businesses, family offices and other investors, as well as emerging and established companies engaged in a variety of industries, including renewable energy, advertising, health care, communications, manufacturing and software. Lew is the author of Mergers & Acquisitions: A Step-by-Step Legal and Practical Guide (2nd edition) (Wiley), which he co-authored with Edwin L. Miller, Jr.

Lewis Greenwald

Lew has more than 30 years of deep technical experience in U.S. international tax planning, U.S. international tax compliance and controversy, and transfer pricing. His practice focuses on the provision of international tax planning for multinational corporations, entrepreneurs, and high-net worth individuals, including: Tax-efficient acquisitions, dispositions, reorganizations, and repatriations Migrating intellectual property (IP) Debt/equity determinations; bad debt/worthless stock deductions Transfer pricing planning (establishing, documenting, and pricing intercompany relationships) and transfer pricing controversies U.S. international tax compliance (IRS Forms 5471, 5472, 8865, 8858, 8621, and 3520), with a view to the avoidance of penalties and statute of limitation issues Cross-border foreign currency transactions Voluntary disclosures and expatriations (including relocations to Puerto Rico)

Lindsey Getz

Lindsey advises both public and private companies, with an emphasis on public REITs, as to a broad range of corporate and securities matters. Such matters include securities law compliance, disclosure and periodic reporting, stock exchange listing and compliance and corporate organization and governance matters. She regularly counsels clients in public equity and debt offerings and other secured and unsecured debt financings.

Marian Boyle

Marian Boyle heads Sullivan’s UK insurance and disputes practices working closely with the firm’s established trade and export finance team, and the U.S.-based disputes team, offering advice on insurance, risk management and commercial dispute resolution. With over 20 years' experience, Marian advises banks, insurance brokers, investment funds, government agencies and corporates in relation to commercial insurance arrangements which support structured trade, commodity and pre-export financing as well as corporate finance, energy, property, M&A and outsourcing transactions. She also drafts and interprets insurance policies and advises on the use of insurance by credit institutions and investments firms as credit risk mitigation for capital adequacy purposes under the Capital Requirements Regulation. Marian’s contentious experience includes advising clients in relation to disputes arising from trade credit, professional negligence and transactional disputes. These disputes are often international in nature and result in large-scale, highly complex multi-party litigation and arbitrations.

Mark Norris

Mark's practice covers cross border inward investment, syndicated lending, structured export credit finance, structured trade and commodity finance, debt restructurings and asset finance. He has been recognised in The Legal 500 UK as "excelling" in structured export credit transactions and is praised for his "commercial and user-friendly approach." Mark advises on ESG financings including hospitals, clean energy and transportation, and advises on financial crime, modern slavery, bribery and corruption issues in connection with trade and export finance. He led Sullivan’s response to the UK Government's consultation on UK Export Finance (UKEF)'s anti-bribery and corruption policy, with many of his recommendations accepted by the UK Government. He has advised financial institutions, funds, corporate borrowers, agents and trustees, and national and supranational sovereign/quasi-sovereign organisations on award-winning finance transactions throughout Africa, Western, Central and Eastern Europe, Russia and the CIS and the Middle East. Mark has extensive sector experience in infrastructure financing across Africa including off-grid power, healthcare and transportation, and has lived and practised law in the Czech Republic (Prague), England (London), Germany (Düsseldorf and Frankfurt) and Russia (Moscow). Mark holds graduate and post-graduate degrees with honours from the London School of Economics.

Natalie Lederman

Natalie, a corporate partner, leads Sullivan's Fintech & Blockchain Group. She represents a diverse base of clients, including public and private companies, domestic and international, in a broad range of business and finance matters with a focus on cross-border mergers and acquisitions, securities law compliance, joint venture and financing transactions (including multi-jurisdictional trade and export finance transactions) and governance. She represents companies across various industries, including finance, technology, media, energy, sports, healthcare, manufacturing and design. Additionally, Natalie has unique experience in advising dozens of blockchain and digital asset businesses of various sizes on complex regulatory challenges. She advises her clients in the formation and development of digital asset and cryptocurrency-based companies and technologies, on token, NFT and other digital asset sales, other generation and distribution events, and market infrastructure and exchange solutions on distributed ledger technology. She also counsels clients on domestic and cross-border cutting-edge distributed ledger and cryptocurrency, fintech and other consumer finance transactions. Clients also benefit from Natalie's experience in litigating matters arising out of complex corporate and financial transactions and contractual disputes. Her IP experience includes preparing various intellectual property agreements (including purchases, assignments and licensing agreements), and she has counseled clients regarding selection and maintenance of trademarks, as well as copyright and domain name issues. Natalie also currently serves as the Co-Chair of Sullivan's Hiring Committee and Co-Director of Sullivan’s Summer Associate Program. Prior to practicing law, Natalie was a financial consultant with Deloitte LLP in New York, advising national leadership on strategy initiatives, mergers and acquisitions.

Nicole Crum

Nicole is the leader of the firm’s Investment Management Group, as well as Chair of Sullivan's Corporate Governance & Board Advisory Practice. Nicole also serves as Co-Chair of the firm's Lateral Partner Hiring Committee. Nicole’s practice focuses on the representation of boards and board committees, including independent directors, as well as broad spectrum of private and public companies and non-profits. Nicole regularly advises on all aspects of governance and compliance, including crisis and conflict management, regulatory oversight and compliance, government and internal investigations, and shareholder and stakeholder engagement issues. Nicole counsels clients on all aspects of governmental and self-regulatory organization regulation. She is widely known as a trusted adviser to clients. In recognition of her work, Nicole was recognized by Best Lawyers in America®, named one of the top ten women investment management lawyers by Fund Board Views, and was also named a "Next Generation Lawyer" and a "Recommended" lawyer by The Legal 500 US. In 2019, she was included on DCA Live's inaugural list of the top Emerging Women Leaders in Private Practice. She was named a "Rising Star" at the Mutual Fund Industry Awards by Fund Action/Fund Intelligence and is a former member of the Firm's Diversity, Equity and Inclusion Committee. Nicole served as Chair of the Firm's Women's Initiative from 2017-2021 and is a 2017 Fellow of the Leadership Council on Legal Diversity. Prior to joining Sullivan, Nicole was an associate at Winston & Strawn and Baker & McKenzie. She has an LL.M. from University College London focusing on international law with focus on international human rights and investment and worked on investment and human rights as a legal fellow at Amnesty UK (London) and Amnesty USA (DC).

Nicole Rives

Nicole, a former member of the firm's management committee, focuses on representing institutional investors in debt and equity investments, with a focus in middle market mezzanine debt, equity co-investments, joint ventures, LP investments and private investment fund formation. She also works with investors and investment managers in alternative asset classes, including advising clients in connection with their investment management and advisory agreements in this area, with a particular focus on timberland and agricultural investing. Nicole also has broad experience in advising public and private companies in connection with mergers, acquisitions, shareholder issues and other corporate matters.

Patrick Dinardo

Pat is co-director of the Litigation Department. He has over 35 years of experience representing various parties in complicated contract, trust, real estate, and insolvency-related matters in State and Federal court. He is an active member of the firm's Associate Evaluation Committee and chair of its Pro Bono Committee. Over the years Pat has focused his practice on the litigation and resolution of business disputes, including disputes involving fiduciary duties and creditors’ rights. He has represented plaintiffs and defendants, national and international creditors, debtors, creditors’ committees, and trustees in bankruptcy, as well as parties seeking to acquire or dispose of distressed assets. He helps clients solve complex and intractable business issues in all these areas.

Rachael Schwartz

Rachael has over 15 years’ experience counseling registered investment companies (including mutual funds, exchange-traded funds and closed-end funds) and their boards regarding all aspects of the 1940 Act and related securities laws relevant to funds and independent directors, including with respect to Section 15(c) contract approvals and renewals, oversight of multi-manager and sub-advisory relationships, disclosure issues, fund governance, ESG matters, cybersecurity and the launch and reorganizations of funds and fund complexes. She also helps clients develop policies and procedures in connection with new SEC rules and regulations, as well as advise independent directors on their duties and responsibilities related to these new rules.

Richard Jones

Rich is the leader of Sullivan’s Tax Group. He concentrates on state and local tax (SALT) litigation and transactional planning involving corporate, personal income and sales/use tax matters. He has more than two decades of experience before the Massachusetts Appellate Tax Board, the Supreme Judicial Court, various state Departments of Revenue and the Internal Revenue Service on a range of issues, including corporate nexus, domicile, apportionment, step transaction, and unitary reporting. He has served clients across sectors including technology, financial services, retail, media, manufacturing, telecommunications, e-commerce, software and construction. Rich has developed a strong record in representing clients in SALT controversies over the years, including a string of recent victories in landmark Massachusetts tax cases. In 2021 he argued and prevailed before the Massachusetts Supreme Judicial Court in Oracle v. Commissioner of Revenue, which affirmed the right of businesses to apportion sales tax on software used in multiple states. The Oracle decision was named a top SALT case of 2021 by Law360 and a Top Indirect Tax Dispute Worldwide for Q2 2021 by International Tax Review. In 2023, Rich notched another win before Massachusetts’ highest court in Reagan v. Commissioner of Revenue, reversing the state’s policy of assessing sellers of exempt urban redevelopment projects; the case marked an important victory for taxpayers as well as urban renewal and affordable housing. See also Akamai Technologies v. COR (ATB, 2021; manufacturing corporation benefits for CDN software provider); VAS Holdings, Inc. v. COR (SJC, 2022 (representing amicus curie); Mass. lacked authority to tax out-of-state corporation – adopting position first raised in our amicus brief). In 2024, Rich was named a "Go To" Tax Lawyer by Massachusetts Lawyers Weekly. In 2022, Rich was selected as a finalist for Litigator of the Year by The American Lawyer. In 2021, the editors of Law360 selected Rich as Tax MVP and published a profile story on his career and recent achievements. In 2021, Rich was also named a "Lawyer of the Year" by Massachusetts Lawyers Weekly. Rich has been recognized by International Tax Review’s Tax Controversy Leaders’ Guide for the past six years and in August 2020, 2022 and 2023 was shortlisted by ITR Americas for the North America Indirect Tax Practice Leader of the Year. He has been recognized and ranked by The Legal 500 U.S., Chambers USA and Best Lawyers in America©. Rich formerly taught State and Local Taxation as an adjunct professor at Northeastern University, D’Amore-McKim Graduate School, MS in Taxation Program. He is active with the American Bar Association’s Tax Section, and co-chairs the SALT Subcommittee on Income & Net Worth. He previously served as co-chair of the Boston Bar Association’s Tax Section and its State Tax Committee. Rich is co-author of “Taxation,” Vols. 4 - 4C of Thomson Reuters’ Massachusetts Practice Series and frequently writes and speaks at seminars on SALT topics. He has been quoted on tax matters in numerous publications, including Tax Notes, Bloomberg, Law360, The Boston Globe and Boston Herald. Rich has also appeared as a guest on National Public Radio (NPR) programs to discuss SALT issues, including: SCOTUS Says States Can Collect Sales Tax From Online Retailers, Radio Boston with Meghna Chakrabarti (2018); Massachusetts Tries Something New To Claim Taxes From Online Sales, All Things Considered (2017); and Mass. Online Sales Tax Raises Legal Questions, Radio Boston (2017).

Sam Fowler-Holmes

Sam Fowler-Holmes specialises in structured and unstructured trade, commodity and export finance, advising both financial institution and corporate clients on a range of financing products including pre-export financing, pre-payment financing, letter of credit and payment instrument facilities and working capital and borrowing base financings. He has extensive experience advising clients on a wide variety of supply-chain finance structures and has acted for electronic platform providers and platform participants. Sam regularly advises on risk distribution techniques, including funded and unfunded participations and standby letters of credit and demand guarantees, and on insurance-related issues. He has acted on matters in relation to numerous jurisdictions across mainland Europe, CIS, Africa, Asia and the Americas and in connection with a significant range of commodities including oil, gas, metals and soft commodities. Sam is a regular speaker at the Sullivan trade and export finance seminars and is a member of the International Trade and Forfaiting Association (ITFA) Emerging Leaders Committee.

Sarah Wellings

Sarah is a member of Sullivan’s REITs Practice Group. She advises public and private REITs, both domestic and foreign, in various industries, including: data centers, office buildings, commercial retail space, distributed antenna systems, timberlands and agricultural properties. She focuses on structuring and compliance work, including cross-border transactions. Sarah also has experience involving federal and state tax litigation and transactional planning involving corporate, franchise, personal income and sales/use tax matters, and in advising tax-exempt organizations, including public charities, on all aspects of operations.

Scott Kaufman

Scott co-leads Sullivan's Emerging Companies & Venture Capital Group. He represents entrepreneurs, technology and life science companies and investors, including family offices, in venture financings, M&A and other corporate transactions. Scott’s clients are in a number of areas including Digital Health, Digital Media, Web3, Blockchain/Cryptocurrency, Biotech/Life Sciences, Data Analytics and Software. Scott is a trusted advisor and serves as outside general counsel to a number of his clients. He has significant experience advising Israeli and other International hi-tech companies in connection with their business transactions in the United States.

Shu Wei

Shu represents public and private companies, including real estate investment trusts (REITs), in a broad range of corporate and securities matters. Her practice focuses on equity and debt financings, including initial and follow-on public offerings as well as private placements, and corporate finance and joint ventures. She also represents public companies in securities law compliance, disclosure and periodic reporting, stock exchange listing and corporate organization and governance matters. Shu serves as the firm's First-Year Associate Program Partner and is a member of the firm's Diversity, Equity and Inclusion Committee. During law school, Shu was an editor for the Cornell Journal of Law and Public Policy and served as a judicial extern for the Honorable Thomas E. Carlson of the U.S. Bankruptcy Court, Northern District of California.

Simon Cook

Simon Cook has experience in a wide variety of banking and finance transactions, including in particular in relation to structured trade finance, trade finance, project finance, invoice discounting facilities and borrowing-base facilities in Africa, the Middle East, Asia and the CIS. His work in the structured trade area covers a range of pre-export and prepayment financings acting for both lenders and borrowers notably in oil, telecoms, soft commodities and metals sectors with particular experience in Africa and the Middle East. Simon has worked and travelled extensively in Africa and the Middle East, having spent over three and a half years in Dubai. He has participated in a number of structured trade finance and project finance conferences and seminars throughout Europe, the Middle East and Africa, including speaking at conferences on PPP in South Africa; on project finance and structured trade finance at Afrexim's annual structured finance conferences in Egypt, Ghana, Zambia and South Africa; and at structured trade finance seminars and general finance in London, Paris, Lisbon, Geneva, Frankfurt, Amsterdam, South Africa, Zambia, Uganda, Ghana, Nairobi and Dubai.

Victor Baltera

Vic counsels clients on regulatory compliance and permitting matters in all areas of environmental and land use law. He represents clients with respect to environmental, zoning and other land use aspects of business and real estate transactions and has worked on various major Boston area developments, including waterfront projects. Vic oversees environmental due diligence for acquisitions and financings of residential, industrial and commercial properties throughout the country, representing both domestic and foreign companies. He also represents clients before state and local agencies in seeking permits. A long-time resident of Hingham, Vic has worked on several of the town’s boards and committees, including the Advisory Committee, the Zoning Board of Appeals, the Zoning Permit Study Committee, and the Naming By-Law Committee. He also served as chairman of a subcommittee evaluating a proposal to acquire a private water company servicing Hingham, Hull, and north Cohasset.

William Hanson

Will focuses his practice on representing institutional investors in private equity investments, with a concentration in secondaries, LP investments, equity co-investments and private investment fund formation. Will leads the firm’s secondaries group. He also regularly represents financial institutions in secured and unsecured financing transactions. Will has broad experience in advising investment managers in alternative asset classes, with a particular emphasis on timberland and agricultural investing.

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