Sullivan
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Biography

Brendan practices in all aspects of corporate and securities law, with a particular focus on securities regulation, public and private offerings, and general corporate matters.

Prior to joining Sullivan, Brendan was an associate at a New York law firm where he represented financial institutions and issuers in a variety of capital raising transactions including IPOs, Registered Direct offerings, At-the-Market offering programs, PIPEs, uplistings and private placements. Prior to that, Brendan was an Associate Principal Analyst/Attorney at FINRA in New York and was an associate at a law firm specializing in broker-dealer representation.

Brendan received his J.D. from St. John’s University School of Law and his B.A. in English Literature from Loyola University.

Education
  • St. John's University School of Law (J.D.)
  • Loyola University Maryland (B.A., cum laude)
Bar & Court Admissions
  • New York
Representative Matters
  • Represented five sales agents in an at the market offering for a data center developer for up to $125,000,000
Viewpoints
All Viewpoints
SEC Approves Nasdaq's New $5 Million Market Capitalization Threshold for Continued Listing
On July 22, 2026, the Securities and Exchange Commission (the “SEC”) approved Nasdaq's amended proposed rule for a new continued listing requirement requiring Nasdaq-listed companies to maintain a minimum Market Value of Listed Securities (“MVLS”) of $5 million. The SEC approved the proposal as modified by Amendment No. 1 following a lengthy process that generated significant comments from market participants, issuers, investors, exchanges, law firms, and industry groups. The new rule will have a particularly pernicious impact on micro-cap, small-cap and development-stage public companies. Companies that fail to maintain an MVLS of at least $5 million for 30 consecutive business days will be subject to immediate suspension and delisting procedures, without the benefit of the traditional cure period available for many other Nasdaq continued listing deficiencies. Overview of the New Requirement Under the approved rule, Nasdaq-listed companies on the Nasdaq Capital Market, Nasdaq Global Market and Nasdaq Global Select Market must maintain an MVLS of at least $5 million. MVLS is generally calculated as the consolidated closing bid price multiplied by the number of listed securities outstanding. If a company's MVLS remains below $5 million for 30 consecutive business days: Nasdaq will issue a Staff Delisting Determination (“Staff Delisting Determination”). The company will not receive a compliance or cure period. Trading in the company's securities will be suspended from Nasdaq. The company will generally trade on the over-the-counter market while pursuing any appeal rights. This represents a significant departure from Nasdaq's traditional approach to continued listing deficiencies, many of which provide issuers with a compliance period to regain compliance while remaining listed. Amendment No. 1: Limited Relief Through Hearings Panel Review In response to comments received during the rulemaking process, Nasdaq amended its proposal to provide a limited avenue for relief. Under new Nasdaq Rule 5815(c)(1)(I), a Nasdaq Hearings Panel may grant an exception of up to 180 days from the Staff Delisting Determination if the company demonstrates that it can satisfy Nasdaq's initial listing standards. The Hearings Panel also retains authority to reverse a delisting determination if Nasdaq staff acted in error. Importantly, however: The exception is discretionary. Suspension from Nasdaq trading is not automatically stayed during the appeal. The issuer generally must demonstrate compliance with Nasdaq's initial listing standards, which are more stringent than Nasdaq's continued listing standards. Accordingly, while Amendment No. 1 provides a modest additional procedural mechanism, companies should not view it as a substitute for proactively addressing potential listing compliance concerns. SEC's Rationale for Approval The SEC concluded that the new rule is consistent with Section 6(b) the Securities Exchange Act of 1934 and agreed with Nasdaq's position that issuers with an MVLS below $5 million may present heightened risks of manipulation and challenges to maintaining fair and orderly markets. In approving the rule, the SEC relied in part on its own historical analysis, which found that many issuers that remained below the $5 million threshold for 30 consecutive business days continued to trade below that level for extended periods and were frequently later delisted for other quantitative listing deficiencies. Although the SEC acknowledged comments noting that some issuers ultimately recover after temporarily falling below the threshold, it determined that the investor protection benefits of the rule, together with the limited relief provided by Amendment No. 1, supported approval. Practical Considerations for Nasdaq Issuers The new rule creates a material compliance risk for many smaller public companies, particularly those operating in capital-intensive industries such as biotechnology, life sciences, technology, energy transition and other emerging growth sectors. Companies should consider implementing enhanced monitoring procedures to track MVLS on an ongoing basis and evaluate potential corrective actions before a deficiency develops. Potential considerations may include: Capital raising transactions. Strategic transactions or business combinations. Balance sheet recapitalizations. Alternative listing or trading strategies. Other corporate actions designed to improve compliance with Nasdaq's quantitative standards. Because the MVLS calculation is based on market capitalization, often coupled with other listing metrics such as bid price, stockholders' equity, market value of publicly held shares and public float requirements, compliance planning should be evaluated holistically and on a company-specific basis. What Public Companies Should Do Now Nasdaq-listed companies, particularly those with market capitalizations approaching the $5 million threshold, should evaluate the potential impact of the new rule immediately. Companies should consider: Reviewing their current and projected MVLS levels. Assessing compliance with all Nasdaq continued listing standards. Evaluating available capital markets and corporate finance alternatives. Developing contingency plans for potential listing deficiencies. Understanding the implications of a suspension and OTC market transition. Evaluating whether actions can be taken now to strengthen listing compliance and capital market flexibility. The final rule did not set an effectiveness date nor advise issuers whether there would be a phase-in period for complying with the rule, the assumption being that it is effective immediately. For More Information Sullivan & Worcester LLP has been actively involved in advising issuers regarding Nasdaq listing standards, continued listing compliance, capital raising transactions, recapitalizations, exchange matters and SEC regulatory developments. Questions regarding the new MVLS requirement, its potential impact on an issuer's continued Nasdaq listing, the impact on a portfolio company, or available alternatives to address potential compliance concerns, may be directed to your regular Sullivan & Worcester attorney or any member of our Corporate and Securities Practice Group. This Client Alert has been prepared by David Danovitch, a Partner, Angela Gomes, a Partner, Brendan O'Brien, a Partner, and Phillip Carnevale, an Associate, in the Corporate and Securities practice group of the international law firm of Sullivan & Worcester LLP. For more information, Mr. Danovitch may be reached in our New York office by calling +1 (212) 660-3060 or by email at ddanovitch@sullivanlaw.com; Ms. Gomes may be reached in our Boston office by calling +1 (617) 338-2957 or by email at agomes@sullivanlaw.com; Mr. O'Brien may be reached in our New York office by calling +1 (212) 660-3013 or by email at bobrien@sullivanlaw.com; and Mr. Carnevale may be reached in our New York office by calling +1 (212) 660-3002 or by email at pcarnevale@sullivanlaw.com. This Client Alert is provided for general informational purposes only and does not constitute legal advice.
Sullivan & Worcester Submits Rebuttal Comment Letter to SEC on Nasdaq’s Proposed Market Value Listing Requirement
On June 3, 2026, Sullivan & Worcester submitted a rebuttal comment letter to the U.S. Securities and Exchange Commission (SEC) in response to comment letters supporting Nasdaq’s proposed continued listing requirement mandating that companies maintain a minimum Market Value of Listed Securities of $5 million. The letter was authored by partners David Danovitch, Angela Gomes, and Brendan O’Brien, and associate Phillip Carnevale. Building on the firm’s prior submissions, Sullivan argued that the comment letters that were in support of the Nasdaq proposal failed to provide empirical evidence linking the proposed $5 million threshold to fraud, manipulation or enhanced investor protection. Sullivan's letter also buttressed its earlier letters by highlighting additional market data demonstrating that many companies that temporarily fell below the proposed threshold subsequently recovered above a $5 million market capitalization threshold, resulting in the creation of significant shareholder value. For these reasons, Sullivan urged the SEC to disapprove the proposal. Through its interdisciplinary Small-Firm Task Force, Sullivan continues to advocate for practical, evidence-based regulatory approaches affecting small-cap, micro-cap and mid-market public companies and their investors.  To stay informed on developments affecting small-cap and micro-cap market participants, visit Sullivan’s Small-Firm Task Force resource center, which provides ongoing insights, commentary and updates on the evolving regulatory landscape.
Sullivan & Worcester Announces Six Partner Elevations in Boston and New York
Boston, MA – International law firm Sullivan & Worcester has elevated six attorneys to partner in its Boston and New York offices, effective January 1, 2026. The promotions follow a period of sustained growth across key practices and markets and reflect the firm’s continued investment in developing talent from within. The firm has elevated these attorneys, all of whom were promoted from the associate ranks, in recognition of their exceptional leadership, client service and business development achievements. The newly promoted partners include Boston-based attorneys Ryan M. Rosenblatt (litigation) and Ryan C. Tompkins (private clients/trusts & estates), as well as New York attorneys Ilana Neck Levin (capital markets), Anna Lea McNerney (litigation), Brendan O’Brien (capital markets) and Christopher K. Shields (litigation). “Each of these attorneys has demonstrated outstanding leadership and a consistent ability to deliver results for clients,” said Managing Partner David Nagle. “They have successfully handled complex, high-stakes matters while growing their practices in ways that strengthen the firm as a whole. We are proud to welcome them to the partnership and confident they will continue to make meaningful contributions through top-level service and creative, practical solutions.” The partner promotions come at a time of sustained momentum for the firm following the implementation of a targeted strategic plan in 2024. That momentum has been driven by strong demand across key practice areas, including REITs, Capital Markets, Corporate, Investment Management and Tax. “Our capital markets teams in New York, Boston and Tel Aviv have achieved remarkable success this year by delivering thoughtful, responsive counsel on some of the market’s most complex and innovative transactions,” said David Danovitch, Managing Partner of the New York Office and head of the firm’s U.S. Capital Markets and Regulatory and Compliance Practices. “The growth we’ve seen in our New York office, in particular, reflects both the strength of our people, the firm’s strategic plan to grow in New York and the trust our clients place in us. We’re energized by what we’ve accomplished and excited about the opportunities ahead as we continue to build our practice and deepen our footprint in New York and beyond.” Supporting this momentum, Sullivan added 22 attorneys in 2025, many of whom joined from larger law firms or organizations, attracted by the firm’s collaborative culture, strong growth trajectory and expanding platform. The firm also continued its strategic expansion in life sciences and intellectual property, building on the addition of Thomas Meyers and Zachary Hyde and formally launching a Life Sciences and Patent Practice Group at the end of 2024. This growth further strengthened the firm’s ability to serve innovative and emerging companies in Boston and across the globe. The firm’s London office also enhanced its market-leading Trade Finance practice with the acquisition of Robert Parson from Squire, Patton, Boggs and Matthew Cox from Holman Fenwick Willan. The Washington, DC office also added new partners: Stephanie Monaco joined the firm's prestigious Investment Management group from Mayer Brown, and Cameron Cosby joined the firm’s premier REITs practice from Fried Frank. “At Sullivan, we’re committed to providing lateral partners from larger firms with more than just a new platform – we offer genuine support, individualized attention, and the resources they need to grow their practices with confidence,” said Nagle. “We’ve built a culture where attorneys feel valued and truly cared for, and we’re proud to be a place where people can thrive both professionally and personally.” The firm continues to build on its expanded platform and to invest in practices that have strengthened Sullivan’s reputation among clients ranging from emerging businesses to established Fortune 500 companies. In addition to the firm’s London office abroad, its Tel Aviv presence has furthered enhanced the firm’s work in the life sciences and biotech sector, with Sullivan representing a significant share of Israeli companies listed on Nasdaq. The firm has also strategically focused on expanding its presence in Ireland, Finland and across Asia. “While many large firms are merging to create massive conglomerates, we have remained focused on what truly differentiates us and the value we deliver to our clients,” said Danovitch. “We’ve invested strategically in technology to enhance efficiency and, just as importantly, in our people. Our clients value knowing that the lawyers they hire are the ones deeply engaged in their matters and fully committed to achieving the best possible results. That focus has been central to our success.” Additional information about each newly promoted partner and their practice areas is provided below. Ilana Neck Levin advises private and public companies and investment banks on private placements, initial public offerings and follow-on public offerings, with a focus on cross-border capital markets transactions by foreign private issuers. She assists clients with corporate governance and disclosure obligations related to stock exchange listing standards and various federal laws. She also represents Israeli companies and other international companies with securities trading in the United States. Anna Lea McNerney represents companies in a wide range of commercial litigation and arbitration matters, with a focus on complex commercial disputes and issues related to banking, securities and employment and contract law. She has spent her career also dedicated to pro bono legal service and frequently represents pro se parties in commercial disputes and employment law matters. Brendan O’Brien manages an active corporate and securities law practice, with an emphasis on advising clients on securities regulation, public and private offerings, stock exchange listing compliance and general corporate matters. His experience includes representing financial institutions, institutional investors and issuers in a variety of capital raising transactions including IPOs, Registered Direct offerings, At-the-Market offering programs, PIPEs, uplistings and private placements in both domestic and cross-border transactions. He also advises issuers with corporate governance and federal securities laws disclosure obligations. Ryan M. Rosenblatt represents companies and high-net-worth individuals in a wide array of litigation matters, including complex, commercial, land use, employment and business and interpersonal torts in both state and federal courts. He also represents clients in bankruptcy proceedings, arbitration, mediation and administrative proceedings before state agencies. He has also been a huge champion of pro bono legal services to Boston area residents, and co-chairs the firm’s pro bono partnerships with the Victim Rights Law Center and the Volunteer Lawyers Project. Christopher K. Shields represents clients in the financial services and technology industries in a wide range of litigation matters, including complex commercial disputes and securities, banking, intellectual property and shareholder matters in both federal and state courts. He also advises clients in arbitrations, as well as regulatory compliance matters, investigations and enforcement actions. Ryan C. Tompkins advises high-net-worth individuals, family offices and closely-held business owners with regard to sophisticated estate planning matters. He represents trustees and personal representatives in the administration of trusts, probate estates and estate settlements, and prepares gift and estate tax returns and fiduciary income tax returns. About Sullivan & Worcester LLP Sullivan & Worcester (Sullivan) is a premier international law firm with lawyers in Boston, London, New York, Tel Aviv and Washington, D.C. Sullivan’s clients, including Fortune 500 companies, leading financial services firms and asset managers, boards of directors, real estate companies, and emerging businesses, rely on Sullivan’s ability to navigate complex legal and operational landscapes, the impeccable judgment of its lawyers, and its commitment to best-in-class client service.