Susan A. Johnston

Senior Counsel

  • JD, cum laude, Harvard Law School, 1978
  • BA, Durant Scholar ( summa cum laude ), Wellesley College, 1975


  • New York, 2006
  • Massachusetts, 1978
  • Member, Investment Company Institute Tax Advisory Board (1988-2018)
  • Member, American Bar Association Section of Taxation, Committee on Regulated Investment Companies (Chair, 1987-89); and State Tax Committee (1987-89)
  • Member, Board of Advisors, Boston Symphony Orchestra (2018-present)
  • Chambers USA: America’s Leading Lawyers for Business (2004-2018)
  • The Legal 500 (2015)
  • The Best Lawyers in America (2006-2019)
  • Expert Guides: Women in Business Law (2012-2017)
  • Expert Guides: Tax (2015)
  • Expert Guides: Banking Finance & Transactional (2012)
  • PLC Which Lawyer? Yearbook (2012)
  • Massachusetts Super Lawyers (2004-2009) 

Susan A. Johnston

Senior Counsel

Susan Johnston is one of the country’s leading legal authorities on the tax issues of regulated investment companies (RICs), including mutual funds, and other pooled investment vehicles. Since the emergence of mutual funds and other similar investment vehicles, Susan has developed a wealth of knowledge through her research and work advising many of the leading funds in the country, and their advisors.

Ropes & Gray serves as regular counsel for more than 2,000 mutual funds, their advisers or their independent directors or trustees. In addition, many other funds have come to rely on Susan as their special tax counsel; she is one of a small group of go-to tax lawyers for RICs. Her clients include such marquee names in the industry as Allianz, AMG, Columbia, Cohen & Steers, DoubleLine, Deutsche Funds, GMO, MFS, Natixis, ProFunds, ProShares, Stone Harbor and Stone Ridge fund groups.

Her work has earned her recognition from her clients and peers alike. Susan has served as chair of the Regulated Investment Companies Committee of the ABA Tax Section. She has been recognized annually in the top tier of Chambers USA: America’s Leading Lawyers for Business, most recently in 2015, and in the Best Lawyers in America. Clients interviewed by Chambers have given her consistently high reviews:

  • “Very experienced, professional, smart, practical and terrific to work with.”
  • “A first-rate practitioner with a deserved reputation.” 
  • “One of the most technical and knowledgeable people in the industry.”
  • "Extremely thoughtful and has excellent judgment."
  • "A dean of the mutual funds practice."

A partner at Ropes & Gray since 1987, and formerly the head of the tax practice, Susan is the author of the landmark treatise, Taxation of Regulated Investment Companies and Their Shareholders, originally published in 1999 and the second edition of which was published in December 2011. The first major update of the book in more than a decade, this edition was inspired by the Regulated Investment Company Modernization Act of 2010. It provides practical advice and detailed analysis of evolving tax laws as RICs explore new investment opportunities and as they continue to function as standalone entities and, to an increasing degree, as part of complex investment programs.

Advising clients around the country, Susan works out of Ropes & Gray’s Boston and New York offices. She graduated from Wellesley College and earned a J.D. from Harvard Law School.


  • Quoted, “Proposed Regs Would Expand RIC Controlled Group Test And Diversification Requirements,” Federal Tax Weekly (August 8, 2013)
  • Quoted, “Treasury Issues Proposed Regs Clarifying RIC Controlled Group Rules,” Tax Analysts (August 2, 2013)
  • Susan A. Johnston, "Taxation of Regulated Investment Companies and Their Shareholders," Warren, Gorham & Lamont of RIA, 2nd edition (2011)
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