Corporate

ZAG/S&W’s Corporate Group integrates and delivers comprehensive corporate legal services to domestic and international organizations in all stages of development. For mature multi-billion dollar corporations, privately held companies and start-ups alike, our skilled lawyers have handled numerous highly complex transactions. A number of our corporate practices have been recognized in law firm surveys and rankings, such as The American Lawyer Corporate Scorecard, The Legal 500 US, PLC Which Lawyer? and The Private Equity Analyst.

Our work for clients ranges from mergers and acquisitions and public securities offerings, to joint ventures/partnerships and shareholder agreements, to private equity and venture capital investments, to public and private debt financings, to general corporate and commercial agreements and corporate governance. In collaboration with our highly skilled tax, real estate and intellectual property lawyers, our Corporate Group finds customized solutions to help our clients meet their business objectives. Our lawyers work together in small, multi-disciplinary teams, emphasizing close client-partner contact and collaboration.

Practice Profile (PDF)

Representative Client Work

Facilitated a telecommunications company's IPO and counseled on other offerings of equity and debt securities valued at more than $5 billion
American Tower Corporation's $260 million cash purchase of 2,000 communication towers (including a build-to-suit for an additional 1,000 towers) from AT&T Corp.
Counseled a U.S. borrower on its $650 million syndicated multi-currency credit agreement
Represented an institutional investor in civil and criminal proceedings to recover losses from a rogue employee's off-market trading of more than $9 billion in securities
Assisted a financial services company in switching its listing from NASDAQ to NYSE
Represent a leading venture capital fund with more than $1.6 billion in committed capital under management; facilitated the fund's first "going-private" transaction with a publicly-traded enterprise
Ensure observance of Sarbanes-Oxley Act requirements, stock exchange listing standards, fiduciary duties and state law governance practices

News

March 27, 2012
The JOBS Act Means Different Things to Different People in the Startup Community
GeekWire
January 30, 2012
After 20 Years, New Yorker is in Line for ABA Presidency
New York Law Journal
January 6, 2012
New Trading Platforms For Small Cap Stock Companies
Electronically-In-Touch
January 2012
What Companies Should Expect from the SEC in the New Year
ACC-Northeast Week in Brief, SmartBrief, CFO.com and Securities Mosaic Daily News
Winter 2011
From the Embryo to the IPO, Courtesy of the Conveyor Belt (Plus a Tax-Efficient Alternative to the Carried Interest)
The Journal of Private Equity
November 28, 2011
Opening the IPO window
The Deal
November 8, 2011
Unconventional Comparables
VC Experts
November 3, 2011
A Reason to Revisit Your Cybersecurity Risk
CFO.com
October 28, 2011
IRC § 1202's Advantage
The Deal
October 21, 2011
Sullivan & Worcester Attorneys Selected as Rising Stars
New England Super Lawyers Magazine
October 20, 2011
S&W Attorneys Named 2011 Massachusetts Super Lawyers
New England Super Lawyers Magazine
October 17, 2011
Corp Fin Issues Cybersecurity Risk Disclosure Guidance
TheCorporateCounsel.net Blog
October 3, 2011
S&W Attorneys Named New York Super Lawyers 2011
September 27, 2011
Valuation And Pricing
VCExperts
September 2011
Working with Investor Relations
Corporate Secretary
August 5, 2011
Dodd-Frank: Paper Tiger or Agent of Reform?
Boston Business Journal
July 15, 2011
SEC's Whistleblower Program Finalized
Business Law Today
June 29, 2011
Corporate Jet Tax Gets Six Obama Mentions, Barely Nicks Deficit
San Francisco Chronicle
(Summer 2011)
Public or Private? A Review of the Eclipse of the Public Company in the Current Environment
The Journal of Private Equity
June 14, 2011
Sullivan & Worcester LLP Receives Top Rankings in Six Categories in the 2011 Edition of The Legal 500 United States
S&W Press Release
June 9, 2011
Senators Ask SEC for Guidance on Information Security Risk Disclosure
TheCorporateCounsel.net
June 9, 2011
US regulators scramble to warn on Chinese stocks
Reuters
May 10, 2011
A Shelf Registration Statement is an Excellent Tool
Globes
April 13, 2011
CEO Pay Votes Intensify Debate Over Proxy Advisers
Reuters
March 14, 2011
Sullivan & Worcester Supports Ireland Day at the NYSE Euronext
March 2011
What Needs to be Disclosed About Data Privacy and Security in SEC Filings?
Insights, The Corporate & Securities Law Advisor
February 14, 2011
Small Talk
The Wall Street Journal
February 14, 2011
What Needs to be Disclosed About Data Privacy and Security in SEC Filings?
The Mentor Blog, TheCorporateCounsel.net
February 2011
What Needs to be Disclosed About Data Privacy and Security in SEC Filings?
VCExperts
October 19, 2010
S&W Attorneys Named Massachusetts Super Lawyers
New England Super Lawyers Magazine
September 22, 2010
Implementing Governance Reform
Corporate Secretary
September 21, 2010
S&W Attorneys Named New York Super Lawyers 2010
August 10, 2010
Skype Files IPO Documents With SEC
NPR
July 2010
The Ten Commandments for Doing Business in the U.S.
Ha'aretz
June 10, 2010
Multiple-Round Strategy
VCExperts
May 10, 2010
Consequences of Violating Section 29
TheDeal Magazine
March 16, 2010
The Buzz in the Capital Markets
Globes
March 15, 2010
Sullivan & Worcester LLP Announces Acquisition of National Bankruptcy Group
S&W Press Release
March 1, 2010
The Greening of Materiality
CFO Magazine
February 19, 2010
Caught Up In Crisis, Ireland Looks to Hub for Investment
The Boston Globe
February 17, 2010
SEC Passes Enhanced Proxy Disclosures
The Review of Securities & Commodities Regulation
February 16, 2010
The Dangers of Twitter
Globes
February 3, 2010
Defensive Language When Pubco Announces Results – Bartlett's 'Get Out of Jail Free' Card
VCExperts
January 29, 2010
BioTech – The Past and Future Decades
Haaretz
December 1, 2009
Sarbox R.I.P.?
CFO Magazine
October 26, 2009
S&W Attorneys Named New England Super Lawyers
New England Super Lawyers Magazine
October 26, 2009
Sullivan & Worcester Attorneys Selected as Rising Stars
New England Super Lawyers Magazine
October 20, 2009
"Perception or Reality: What Shall We Make of General Growth?"
October 8, 2009
BofA Ruling Puts M&A Lawyers On The Spot
Law360
October 5, 2009
S&W Attorneys Named New York Super Lawyers 2009
August 3, 2009
Sullivan & Worcester Attorneys Named in 2010 Best Lawyers®
The Best Lawyers in America 2010
July 24, 2009
Executive Pay Under Scrutiny: Will the Backlash Stick?
Boston Business Journal
June 25, 2009
Sullivan & Worcester Adds New Partner to the New York Corporate Group
S&W Press Release
June 3, 2009
Certain Hedge Funds are Using Enhanced Investor Liquidity as a Marketing Tool
The Hedge Fund Law Report
May 26, 2009
Painless Avoidance by Limited Partners of Future Capital Commitments
VCExperts
May 12, 2009
Model Questionnaire for Public Company Managers to Complete When a Director is Nominated
VCExperts
March 1, 2009
Time to Reboot the Basic VC Deal Structure
Venture Capital Journal
February 20, 2009
Private-Jet Startup Takes Off in Turbulent Conditions
Boston Business Journal
February 1, 2009
Mattress Syndrome: Even LPs Who Have Money Are Leery To Invest
Private Equity Analyst
February 2009
SEC Mandates XBRL; Filings to Start by July 2009
Compliance Week
January 2009
It's Back to Basics for Junior Business Lawyers
American Bar Association, The Young Lawyer
December 26, 2008
Getting Involved: Beyond the Checks and the Dinners
Boston Business Journal
December 23, 2008
SEC Mandates XBRL Filings by July 2009
Compliance Week
December 17, 2008
New Year's Resolution: Tag Your Financials
CFO.com
December 14, 2008
New York Partners Included in The Best Lawyers in America 2009
The Best Lawyers in America 2009
December 9, 2008
Controversy Over Fair Value, Mark to Market Accounting: FAS 157
VCExperts
December 1, 2008
A Push for Increasing Regulation
Aspatore Special Report: The Collapse of Washington Mutual
December 1, 2008
SEC Amends Reporting Requirements for Foreign Private Issuers
ACC Israel Chapter Newsletter
November 25, 2008
Harvey Bines Interviewed by Globes
Globes
November 10, 2008
New Audit Rules Compel Audit Committee Charter Changes
Compliance Week
November 1, 2008
Did Obscure Rule Cripple Economy?
National Real Estate Investor
October 2008
Options to Consider for Founder Antidilution Protection
VCJ: Venture Capital Journal
October 2008
Licensing 101: Get it done right from the start
Mass High Tech: The Journal of New England Technology
September 17, 2008
S&W Adds New Senior-Level Corporate Attorney in New York
S&W Press Release
September 15, 2008
Best Lawyers Ranks S&W Lawyers as Leaders in their Field
The Best Lawyers in America 2009
September 2008
Founder Anti-Dilution Protection - Man Bites Dog
VCExperts.com
September 2008
SEC Encourages Increased Use of Public Companies' Websites
The Marker
August 4, 2008
Companies may be slow to warm to Web-only disclosure, say lawyers.
Corporate Finance
July 30, 2008
2nd UPDATE: SEC OKs Guidance On Use Of Corporate Web Sites
Dow Jones Newswires
July 30, 2008
SEC: cos. may put investor info exclusively on Web
Business Week
June 13, 2008
Sales experience
Boston Business Journal
June 2008
Nothing to fear in XBRL
Corporate Secretary
March 30, 2008
Proxy.com: SEC enables online investor notification
Boston Business Journal (quoted)
March 18, 2008
S&W Announces Formation of Credit Crisis Task Force
S&W Press Release
March 14, 2008
Some important do's and don'ts in selling a business
Boston Business Journal
February 5, 2008
Partner Edwin Miller Publishes Book - Practical Advice for Technology Entrepreneurs
February 5, 2008
Partner Edwin Miller Publishes Book - Practical M&A Advice
January 23, 2008
Another Break for FPIs; Nasdaq Rules
Compliance Week (quoted)
Lifecycle of a Technology Company: A Step-by-Step Legal and Practical Guide from Startup to Sale
(John Wiley & Sons, Fall 2007)
Mergers & Acquisition: A Step-by-Step Legal and Practical Guide
(John Wiley & Sons, Fall 2007)
July 27, 2007
Bay State's Big Selloff
The Boston Globe
June 7, 2007
Changes To Pay Disclosure Rules May Be Imminent
Securities Law360
January 2006
Carol G. Wolff, Partner at Sullivan & Worcester LLP, named as Top 10 Lawyer by Women's Business Readers
Women's Business
December 9, 2005
Sullivan & Worcester LLP Co-Managing Partner Named to Client Service All-Star
S&W Announcement
May 24, 2005
Companies Tweak Director Communications Processes
Compliance Week (quoted)
February 15, 2005
Sullivan & Worcester Names Partners in Corporate and Real Estate Departments
Press Release
January 14, 2004
A Conversation on Guidance with... Howard E. Berkenblit
The SMA Counselor
December 15, 2003
Life Sciences Startups Face Several Financing Hurdles
Mass High Tech
April 28, 2003
Private Companies Cannot Ignore Sarbanes-Oxley
Mass. High Tech
March 27, 2003
The Sarbanes-Oxley Act's Regulation of the "Gatekeepers"
Journal of Taxation of Financial Institutions

Events

June 26, 2012 (9:00 a.m. - 10:30 a.m.)
Dodd-Frank Reform Act
June 20, 2012
Venture Forward 2012 Conference
May 16, 2012 (3:30 p.m. - 5:30 p.m.)
Governance, Capital Raising and Disclosure Update: Dodd-Frank, the JOBS Act and More!
May 4, 2012 (1:00 p.m. - 2:00 p.m. ET)
Understanding the JOBS Act
April 13, 2012
Choosing Your Legal Entity
March 22, 2012 (8:15 a.m. - 1:00 p.m.)
Bloomberg's 2012 Tech/Media/Telecom Seminar
February 15, 2012 (3:45 p.m. - 4:15 p.m.)
The Rule of Law in Singapore
January 25, 2012 (8:00 a.m. - 9:00 a.m.)
The New York State Bar Association Town Hall Meeting with Future ABA President James R. Silkenat
January 18, 2012 (11:00 a.m. - 12:30 p.m. ET)
Entering the U.S. Market: 5 Most Important Tax and Legal Issues
December 12-13, 2011
Alternative IPOs & Reverse Mergers for Smaller Companies and Pre-revenue R&D Companies
November 16, 2011
Corporation vs. Limited Liability Company: Issues to Consider
November 16, 2011 (3:30 p.m. - 5:30 p.m.)
How to Get Money the Fastest & Most Efficient Way
November 14, 2011 (8:15 - 9:30 am)
Palestinian Statehood: What Now?
October 23-26, 2011
ACC Annual Meeting 2011
October 14, 2011 (1:00 p.m. - 5:00 p.m.)
EU-US SME Best Practices Workshop
October 12-15, 2011
Management Transition, Succession Planning and Professionalization - Private Equity Perspective
September 22, 2011
Seminar on Mergers & Acquisitions at the CFO Forum
September 18-19, 2011 (Washington, DC) and September 20-21, 2011 (Boston, MA)
BioAbroad 2011 Entrepreneurship Symposium
July 26, 2011
What Every Entrepreneur Needs to Know about U.S. and Israeli Business Law
June 28, 2011 (6:00 p.m. - 9:00 p.m.)
Pay-to-Play and Lobbyist Registration: Current Developments and Compliance Issues
June 15, 2011 (4:30 p.m. - 7:30 p.m.)
Your Liquidity: How a CFO Turns the Asset into Cash
May 18, 2011 (3:00 - 6:00 p.m.)
Annual IPO Seminar: "Will My Company Be The Next Zipcar?"
May 17-19, 2011
Open Innovation: Making a Step-Change Impact
April 14, 2011
ABA Business Law Section Spring Meeting
April 7, 2011 (8:00 a.m. - 10:00 a.m.)
Israel's Economy — A Vision for the Future
March 25, 2011
New Realities and Security Strategy in the Middle East
January 19, 2011
Private Capital Financing
January 14, 2011
Regrouping From the Economic Meltdown: New Roles for Government Financial Institutions - CFTC, SEC & FDIC
October 20, 2010 (1:00 - 6:00 PM)
28th Annual New England Business & Securities Law Conference
October 20, 2009
"Perception or Reality: What Shall We Make of General Growth?"

Publications

April 18, 2012
Will Foreign Private Issuers be Subject to a Stricter Disclosure Regime?
Client Advisory
April 10, 2012
JOBS Act: Reducing Regulatory Burdens on Companies Going Public and Expanding Private Capital Raising Opportunities
Client Advisory
April 4, 2012
New Opportunities for Foreign Investment in China
February 28, 2012
Massachusetts Data Privacy Grandfather Clause to Expire March 1, 2012
Client Advisory
January 18, 2012
Companies Raising Capital Now Have a Smaller Pool of Investors to Choose From
Client Advisory
October 19, 2011
SEC Clarifies Requirements for Cybersecurity Disclosure by Public Companies
Client Advisory
August 4, 2011
Court Shoots Down SEC Rule that Would Have Provided Shareholders with the Right to Include Director Nominees in Company Proxy Materials
Client Advisory
June 10, 2011
SEC's Whistleblower Program Finalized
Client Advisory
February 17, 2011
District Court Overturns TOUSA Fraudulent Transfer Decision as to Joint Venture Lenders
Client Advisory
February 14, 2011
SEC Adopts Rule to Give Shareholders a "Say on Pay"
Client Advisory
January 5, 2011
What Needs to be Disclosed About Data Privacy and Security in SEC Filings?
Client Advisory
October 26, 2010
Capital Gain Exclusion Rate Increased to 100% for Qualifying Investments
Client Advisory
September 23, 2010
SEC Reminds Issuers of Disclosure Obligations Regarding Liquidity and Funding Risks
Client Advisory
September 17, 2010
What General Partners and Advisers Should Know about Campaign Contributions and Gifts to or on behalf of Government Pension Plans and other Entities
Client Advisory
September 16, 2010
New SEC Rules Provide Shareholders with the Right to Include Director Nominees in Company Proxy Materials
Client Advisory
August 9, 2010
SEC Proposes Overhaul of Mutual Fund Distribution and Service Fees
Client Advisory
August 2, 2010
Privacy & Data Security Law Developments: 2010 Mid-Year Update
Client Advisory
July 26, 2010
The Dodd-Frank Act – What Public Companies Should Be Doing Now
Client Advisory
July 14, 2010
Standard & Poor’s Clarifies ERM Analyses for Nonfinancial Companies
Client Advisory
March 11, 2010
SEC Adopts Final Rule Amendments to Increase Resilience of Money Market Funds
Client Advisory
February 17, 2010
SEC Emphasizes Obligation of Public Companies to Assess and Disclose Climate Change-Related Business Impacts
Client Advisory
January 6, 2010
SEC Mandates Increased Disclosures Regarding Executive Compensation, Risk, Director Qualifications and Corporate Governance
Client Advisory
August 20, 2009
Massachusetts Revises Privacy Regulations and Gives Businesses Further Time to Comply
Client Advisory
July 9, 2009
Elimination of Broker Discretionary Voting in Director Elections
Client Advisory
July 2, 2009
SEC Proposes Rule Amendments to Strengthen Regulatory Framework for Money Market Funds
Client Advisory
June 12, 2009
Federal Government Contractors Have a Further Reprieve from E-Verify
Client Advisory
May 29, 2009
Imperatives for Climate Change-Related Disclosures in SEC Filings Continue to Mount
Client Advisory
April 24, 2009
Delaware Court Reviews Executive Compensation Issues
Defense and Investigations Report
March 10, 2009
Standard & Poor's to Focus on ERM in Ratings Analyses
Client Advisory
March 4, 2009
Consensual "give-ups" in Chapter 11
Client Advisory
February 20, 2009
Massachusetts Revises Privacy Regulations and Gives Businesses More Time to Comply
Client Advisory
February 17, 2009
Changes to Statutory Form of Power of Attorney in New York State
Client Advisory
February 10, 2009
The State of New York Insurance Department Will No Longer Approve Director & Officer Liability Policies Lacking "Duty to Defend" Provisions
Client Advisory
February 5, 2009
SEC Adopts Rules Requiring Financial Reporting in Interactive "XBRL" Format
Client Advisory
2d ed. 2004, supp. 2006; 1st ed. 1978, supp. 1991
Investment Management Law and Regulation
Aspen Publishers

Corporate

Representative Client Work

News

Events

Publications

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