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

Spring 2013
ABA President-Elect Jim Silkenat Discusses Networking Value of Bar Association Memberships with Externship Students
BLS LawNotes
May 9, 2013
Sullivan & Worcester Adds M&A Tax Pro From Greenberg
Law360
April 24, 2013
ABA Panel Struggles for Answers on Law School Reform
The National Law Journal
April 15, 2013
Pre-existing, Substantive Relationships and General Solicitation in Rule 506 Private Placements
VCExperts
March 7, 2013
To Place Graduates, Law Schools Are Opening Firms
The New York Times
February 15, 2013
Ex-Mercury GC Can't Escape $258M SEC Backdating Case
Law360
November 1, 2012
Sullivan & Worcester LLP Receives Top Rankings in the 2013 U.S. News – Best Lawyers "Best Law Firms" Rankings
S&W Press Release
October 22, 2012
S&W Attorneys Named 2012 Massachusetts Super Lawyers
New England Super Lawyers Magazine
September 20, 2012
S&W Attorneys Named New York Super Lawyers 2012
September 17, 2012
ABA Official: American Justice Gets Some High Marks
The Topeka Capital-Journal
August 22, 2012
Sullivan & Worcester Attorneys Named in 2013 Best Lawyers®
The Best Lawyers in America 2013®
August 10, 2012
Rosetta Genomics -- Worth Only $12M and Raises $25M
Globes
August 8, 2012
NYC lawyer named head of American Bar Association
The Wall Street Journal
August 7, 2012
ABA President-Elect Silkenat Tells of Plan to Create Legal Job Corps
ABA Journal
August 7, 2012
James R. Silkenat elected President-Elect of the American Bar Association
abanow.org
July 18, 2012
Obama's JOBS Act -- Not Less Than a Revolution
TheMarker
June 7, 2012
Sullivan & Worcester Ranked in the 2012 Edition of Chambers USA
Press Release
June 1, 2012
Sullivan & Worcester LLP Receives Top Rankings in Six Categories in the 2012 Edition of The Legal 500 United States
Press Release
May 23, 2012
Crowdfunding – But Not by the Crowd
Science Progress
May 21, 2012
The Gamble of the JOBS Act
The Boston Globe
May 2012
JOBS Act Signed Into Law: Increasing Capital Raising Opportunities for U.S. and Non-U.S. Companies
FACC New York News
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
November 28, 2011
Opening the IPO window
The Deal
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 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
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
July 2010
The Ten Commandments for Doing Business in the U.S.
Ha'aretz
March 16, 2010
The Buzz in the Capital Markets
Globes
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
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
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

Events

June 4, 2013 (8:00 - 9:30 a.m.)
The Use of Social Media in Investor Relations
June 3, 2013 (Boston) and June 4, 2013 (New York)
Oulu Harvest Program
May 29, 2013 (8:30 a.m. - 10:00 a.m.)
Commerce and Conversion: Turning Customers into Cash
May 16-17, 2013
Growth and Change to Keep Your Business Moving Forward
May 2, 2013 (2:30 p.m. - 6:00 p.m.)
Mergers & Acquisitions: Transactions in an Improving Economy
April 10, 2013
Charles Evans Hughes Memorial Lecture
February 8, 2013 (1:00 p.m. - 5:00 p.m.)
Advising on Mergers & Acquisitions
February 1-3, 2013
10th International Business and Finance Summit
December 14, 2012
7:00 a.m. (registration)
7:30 a.m. - 9:00 a.m. (seminar)
Establishing International Operations
December 3, 2012
CFO Workshop
November 26, 2012
CFO Workshop
November 15, 2012
PluggedIn Ventures Breakfast Roundtable
November 12, 2012
CFO Workshop
October 23, 2012
PluggedIn Ventures Breakfast Roundtable
October 19, 2012
PR and the Complex Investor Relations Path
Thursday, October 18, 2012 (2:45 p.m. - 4:10 p.m.)
30th Annual Business & Securities Law Conference 2012
October 17, 2012
Acquirers in Digital Media & Internet
September 27, 2012
PluggedIn Ventures Breakfast Roundtable
June 28, 2012
Registration and Breakfast: 8:30 a.m.
Program: 9:00 - 10:30 a.m.
Merge Briefing
June 26, 2012 (9:00 a.m. - 10:30 a.m.)
Dodd-Frank Reform Act
May 16, 2012 (3:30 p.m. - 5:30 p.m.)
Governance, Capital Raising and Disclosure Update: Dodd-Frank, the JOBS Act and More!
April 13, 2012
Choosing Your Legal Entity
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 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
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 16, 2013
SEC Permits Use of Social Media in Regulation FD Compliance
Client Advisory
February 13, 2013
Effects of CFTC Swap Interpretations on Subsidiary Guarantees of New and Existing Credit Facilities
Client Advisory
January 28, 2013
New Rules for Compensation Committees – Independence and Conflicts of Interest with Consultants
Client Advisory
January 25, 2013
CFTC Regulation of Swaps Under Dodd-Frank – An Update on Recent Developments for End-User Counterparties
Client Advisory
January 2, 2013
Standard & Poor’s Brings “Enhanced Transparency” to Management and Governance Credit Factors Methodology
Client Advisory
September 28, 2012
Project Planning for Swap End-Users Under CFTC Dodd-Frank Rule
Client Advisory
September 13, 2012
SEC Proposes Rules Lifting Ban on General Solicitation and Advertising in Offerings under Rules 506 and 144A
Client Advisory
September 7, 2012
SEC Adopts Rules on Conflict Minerals Disclosure – How Public Companies May be Impacted
Client Advisory
July 30, 2012
JOBS Act Implementation Schedule
July 9, 2012
"Private" Capital-Raising Under the JOBS Act
Client Advisory
July 9, 2012
Compensation Committees and Consultants Subject to New Rules Regarding Independence and Conflicts of Interest
Client Advisory
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 17, 2009
Changes to Statutory Form of Power of Attorney in New York State
Client Advisory
February 5, 2009
SEC Adopts Rules Requiring Financial Reporting in Interactive "XBRL" Format
Client Advisory
August 11, 2008
SEC Encourages Increased Use of Websites by Public Companies
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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