Capital Markets

Roy C. Andersen Of Counsel (212) 660-3028 vCard
Benjamin J. Armour Partner (617) 338-2423 vCard
Hayden S. Baker Partner (212) 660-3040 vCard
Susan M. Barnard Partner (617) 338-2473 vCard
Eran Ben Dor Counsel - ZAG/S&W (212) 660-5004 vCard
Ron Ben-Bassat Associate (212) 660-5003 vCard
Howard E. Berkenblit Partner (617) 338-2979 vCard
Harvey E. Bines Partner (617) 338-2828 vCard
Christopher Cabot Partner (617) 338-2918 vCard
Robert V. Condon III Partner (212) 660-3049 vCard
Martha F. Coultrap Partner (212) 660-3014 vCard
Nicole M. Crum Partner (202) 775-1218 vCard
William J. Curry Partner (617) 338-2976 vCard
Jonathan B. Dubitzky Of Counsel (718) 838-3513 vCard
W. Lee H. Dunham Partner (617) 338-2869 vCard
Robert J. Gillispie Partner (212) 660-3046 vCard
David A. Guadagnoli Partner (617) 338-2938 vCard
William C. Hanson Associate (617) 338-2983 vCard
Oded Har-Even Counsel / Managing Director (212) 660-5002 vCard
Jon M. Jenkins Partner (212) 660-3016 vCard
Natalie S. Lederman Associate (212) 660-3039 vCard
William A. Levine Partner (617) 338-2921 vCard
Karen L. Linsley Partner (617) 338-2871 vCard
Andrea Matos Associate (617) 338-2409 vCard
Edwin L. Miller Jr. Partner (617) 398-0408 Office/Cell vCard
Jeffrey B. Morlend Associate (617) 338-2818 vCard
Alexander A. Notopoulos Jr. Partner (617) 338-2810 vCard
Adi Osovsky Associate (617) 338-2453 vCard
Lewis N. Segall Partner (617) 338-2807 vCard
Amy E. Sheridan Partner (617) 338-2897 vCard
James R. Silkenat Partner (212) 660-3052 vCard
Laura Steinberg Partner (617) 338-2867 vCard
Matthew J. Van Wormer Partner (212) 660-3067 vCard
Peter G. Johannsen Retired Partner (617) 338-2865 vCard
Ilene Robinson Sunshine Retired Partner (617) 338-2928 vCard

Selected Recent Transactions

For additional transactions, see here (PDF)

Our Capital Markets Group represents publicly traded and privately owned businesses, investment banks and foreign companies who trade or raise capital in the United States, and boards of directors and company officers in securities transactions and corporate governance matters. 

Our lawyers excel in the quick turn-around of financial transactions. We represent a wide range of U.S. and foreign businesses, as well as sources of equity capital and debt financing such as banks and other financial institutions, individual and institutional investors. We facilitate a full range of financing transactions, including: initial public offerings (IPOs), secondary public offerings, venture capital investments, leveraged buyouts, private placements of securities, strategic partnerships and joint ventures. We also regularly handle shelf registrations, periodic SEC filings, stock exchange listings and compliance solutions. Our clients are counseled on all aspects of securities law compliance including disclosure, reporting and enforcement issues. Through our joint venture with the Tel Aviv-based firm of Zysman Aharoni Gayer & Co., we are uniquely positioned to represent Israeli issuers and provide them with securities law advice on both sides of the ocean.  

We help clients to meet the challenges of state and federal rules, the Sarbanes-Oxley Act, Dodd-Frank Act, the JOBS Act and stock exchange listing standards. We provide counsel to boards of directors and their committees on fiduciary duties, executive compensation, company policies and procedures, insurance, whistleblower complaints, bylaw provisions, clawback policies, risk management, auditor independence, internal control over financial reporting and other compliance issues. With experienced lawyers from multiple departments within the firm, we represent management, boards, audit and other committees, as well as individual executives, employees and directors. We also provide corporate governance counseling for mutual funds and their directors through our Investment Management Group.

View our Public Company Compliance Manual

View Corporate Governance Regulatory Compliance Checklist

View Private Company Governance and Recordkeeping Regulatory Compliance Checklist

View Periodic Reporting and Communications Regulatory Compliance Checklist

Representative Client Work


  • Represented issuers or underwriters in four IPOs in the past year in the biotechnology and technology industries
  • Represented office, government properties, senior living and hotel REITs in raising tens of billions of dollars in public and 144A offerings of common equity, straight and convertible preferred equity and senior and convertible debt
  • Provided ongoing disclosure, governance and listing advice to Iron Mountain Incorporated, including public and 144A offerings and securities and governance issues surrounding possible conversion to a REIT
  • Facilitated senior subordinated debt placements denominated in British Pounds Sterling (GPB), Canadian dollars (CAD) and Euro (EUR) for a U.S. public company; provided ongoing disclosure, corporate governance and stock exchange listing advice for same public client
  • Represented a public senior living community operator in a convertible note offering
  • Represented lead underwriter in several follow-on public equity offerings by a biotech company
  • Represented various companies in self-tender offers for outstanding notes
  • Represented a private financial services firm in a $700 million 144A debt offering
  • Represented a foreign software company in an acquisition and a going private transaction involving U.S. software company
  • Represented a REIT in an acquisition and public spinoff of a travel center company
  • Represented a biotech company in multiple "registered direct" offerings of common stock and warrants
  • Represented a medical devices company traded on the Tel Aviv Stock Exchange in its ADR listing on NASDAQ followed by a $47 million public offering
  • Represented software and technology companies in equity and convertible note PIPEs
  • Assisted a financial services company in switching its listing from NASDAQ to NYSE
  • Represented companies whose shares were quoted on the OTC markets with uplisting to Nasdaq

Corporate Governance

  • Ensured observance of Sarbanes-Oxley Act requirements and stock exchange listing standards
  • Advised on financing alternatives under the JOBS Act
  • Developed compliance charters, policies and procedures
  • Counseled board committees and independent directors
  • Offered guidance on procedures for and responses to whistleblower allegations
  • Advised on adoption of executive compensation "clawback" policy
  • Facilitated development and oversight of executive compensation plans
  • Developed disclosure and social media policies
  • Counseled officers and directors on fiduciary duties and state law governance practices

Useful Resources

Below are some third party resources that you may find useful. Sullivan & Worcester did not prepare the items linked to below and is not responsible for their content.

U.S. Securities and Exchange Commission

·  Main page
·  Final rules
·  Proposed rules
·  Self-regulatory organization (e.g., NYSE and Nasdaq) rules
·  Public Company Accounting Oversight Board rules

New York Stock Exchange

·  Main page
·  Governance rules and proposals
·  Listed Company Manual


·  Main page
·  Marketplace Rules

Financial Industry Regulation Authority (FINRA)

·  Main page
·  Regulation and compliance
·  For investors

General Resources

·  ABA Presidential Task Force on Corporate Responsibility
·  AICPA Audit Committee Effectiveness Center
·  American Society of Corporate Secretaries
·  CalPERS Governance Principles
·  Corporate governance (general resource site)
·  Financial Executives International
·  Investor Responsibility Research Center
·  National Investor Relations Institute

Corporate governance "rating" organizations

· Institutional Shareholder Services
·  Standard and Poor's

Glass, Lewis & Co.


Financial printer resources

· Merrill Corporation securities law library


The publications and resources above primarily relate to public companies and mature private companies. These materials generally relate to U.S. federal securities laws and rules and regulations of U.S. agencies, such as the SEC and the Public Company Accounting Oversight Board, and self-regulatory organizations, such as the New York Stock Exchange, American Stock Exchange and Nasdaq. Sullivan & Worcester also advises smaller private companies on all matters relating to corporate governance. In addition, our Capital Markets Group assists clients in complying with corporate governance requirements and other rules and regulations under state law, including in Delaware, Massachusetts and New York, among others.

The SEC Pulse blog

Visit our "SEC Pulse" blog for updates and commentary from our Capital Markets Group.