Sullivan
Microsoft has discontinued support for Internet Explorer. To access the Sullivan website, please install a modern browser like Microsoft Edge or Google Chrome.

Sullivan's Broker-Dealer Regulation practice represents U.S. and non-U.S. brokers, dealers, private funds, banks and other financial institutions regarding a wide variety of regulatory matters relating to their securities-related business in the United States.

We routinely advise clients on the state and federal registration, compliance and disclosure requirements applicable to specific business arrangements, services and transactions.

Representative Client Work

  • Registration with the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA) and state authorities
  • Identifying available exemptions from the broker-dealer registration requirements
  • Evaluating “finder” arrangements
  • Structuring and evaluating securities and services offerings in the United States
  • Obtaining approvals and providing advice regarding new products, lines of business, changes in corporate structure, mergers and acquisitions and joint ventures
  • Crafting custom and protective disclosures for contracts and investor materials
  • Preparing written compliance policies and supervisory procedures and related materials
  • Responding to regulatory examinations and inquiries
  • Defending clients in investigations and disciplinary actions
  • Obtaining no-action and interpretative relief from federal and state regulators
  • Advising on the application of state “Blue Sky” requirements
  • Advising on the application of FINRA and SEC compliance issues, such as financial reporting requirements, books and records retention, the Customer Protection Rule, Pay-to-Play issues, compensation structures, point-of-sale disclosures, gifts and entertainment matters, privacy and anti-money laundering requirements
  • Advising on FINRA and state licensing requirements for principals and representatives
  • Advising on issues relating to the provision of research
Viewpoints
All Viewpoints
SEC to Reconsider Nasdaq’s $5 Million MVLS Rule
On September 11, 2026, the Securities and Exchange Commission (the “SEC”) granted petitions seeking review of the July 22, 2026 delegated approval of Nasdaq’s proposed $5 million Market Value of Listed Securities (“MVLS”) continued listing requirement. The SEC also confirmed that the approval order will remain stayed pending further order of the Commission. Accordingly, the new MVLS requirement is not currently in effect. If ultimately implemented, the rule would permit Nasdaq to issue a Staff Delisting Determination when a listed company’s MVLS remains below $5 million for 30 consecutive business days, without providing a traditional compliance period. The SEC will now review the Division of Trading and Markets’ approval of the proposed rule. The SEC’s order also provides a new opportunity for interested parties to submit written statements supporting or opposing the approval. Statements will be due 21 days after the order is published in the Federal Register. During this period, the rule remains stayed, pending the outcome of the proceeding. Read SEC Release No. 34-106338 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. If your company has questions regarding the new MVLS requirement, its potential impact on your continued Nasdaq listing, or available alternatives to address potential compliance concerns, please contact 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.
SEC Stays Approval of Nasdaq’s $5 Million MVLS Continued Listing Requirement Pending Commission Review
On July 29, 2026, the Securities and Exchange Commission (the "SEC") notified Nasdaq that it had received notices of intention to petition for review of the SEC's July 22, 2026 order approving Nasdaq's proposed rule change requiring listed companies to maintain a minimum Market Value of Listed Securities ("MVLS") of $5 million. Pursuant to Rule 431(e) of the SEC's Rules of Practice, the July 22, 2026 approval order has been stayed pending further review. As discussed in our July 23, 2026 client alert, the approved rule established a new continued listing standard applicable to companies listed on the Nasdaq Capital Market, Nasdaq Global Market and Nasdaq Global Select Market. Under the approved rule, issuers that failed to maintain an MVLS of at least $5 million for 30 consecutive business days would become subject to immediate delisting procedures without the benefit of a traditional cure period. The Effect of the Stay The SEC's July 29, 2026 letter does not reverse or vacate the July 22, 2026 approval of the rule. Rather, it temporarily suspends the effectiveness of that order. According to the SEC, the stay will remain in effect "until the Commission orders otherwise." As a result, the implementation of Nasdaq's new $5 million MVLS continued listing requirement is currently on hold. Until the SEC takes further action, market participants should monitor developments regarding the review process and any subsequent order. Practical Considerations for Nasdaq Issuers Despite the stay, Nasdaq-listed companies that may be affected by the proposed MVLS requirement should continue to evaluate their compliance position and consider the potential impact of the rule should it ultimately become effective. In particular, issuers that may be at risk of falling below the proposed $5 million MVLS requirement should closely monitor whether, if the stay is lifted, any period following the July 22, 2026 approval order will count toward the rule's 30 consecutive business day requirement. We will continue to monitor developments and provide updates as additional information becomes available. For More Information If you would like additional information regarding the SEC's stay of Nasdaq's proposed $5 million MVLS continued listing requirement, the ongoing review process, Nasdaq listing standards generally, or the implications of these developments for your company, please contact the Sullivan & Worcester lawyer with whom you regularly work or any of the attorneys listed below. David Danovitch, Partner (New York) | +1 (212) 660-3060 | ddanovitch@sullivanlaw.com Oded Har-Even, Partner (New York and Tel-Aviv) | +1 (212) 660-3063 | ohareven@sullivanlaw.com Howard Berkenblit, Partner (Boston) | +1 (617) 338-2979 | hberkenblit@sullivanlaw.com Angela Gomes, Partner (Boston) | +1 (617) 338-2957 | agomes@sullivanlaw.com Joseph Segilia, Partner (New York) | +1 (212) 660-3027 | jsegilia@sullivanlaw.com Ron Ben-Bassat, Partner (New York) | +1 (212) 660-5003 | rbenbassat@sullivanlaw.com Eric Victorson, Partner (New York) | +1 (212) 660-3092 | evictorson@sullivanlaw.com Brendan O'Brien, Partner (New York) | +1 (212) 660-3013 | bobrien@sullivanlaw.com Phillip Carnevale, Associate (New York) | +1 (212) 660-3002 | pcarnevale@sullivanlaw.com Elizabeth Johnson, Associate (New York) | +1 (212) 660-3006 | ejohnson@sullivanlaw.com This Client Alert is provided for general informational purposes only and does not constitute legal advice.
Regulators Poised to Lighten Disclosure Requirements for $26 Trillion Private Fund Industry
John Hunt was quoted in the article "Regulators Poised to Lighten Disclosure Requirements for $26 Trillion Private Fund Industry" published by the National Law Journal [sub. req'd] on April 24, 2026.  The article discusses a proposed rule by the SEC and CFTC to significantly raise reporting thresholds for private fund advisers, reducing disclosure requirements for many firms while aiming to ease compliance burdens. It also highlights concerns from critics who argue that scaling back oversight could increase systemic risk and reduce transparency in the large and growing private funds industry. John said that existing reporting requirements include many smaller funds that do not present a systemic risk to the economy. “This is a return to kind of where the Form PF was originally intended to go,” he said.  
New SEC, CFTC Pact Could Accelerate Existing Data-Sharing Practices
John Hunt was quoted in the article "New SEC, CFTC Pact Could Accelerate Existing Data-Sharing Practices," published by FedScoop on March 18, 2026. The article discusses a new Memorandum of Understanding (MOU) between the Securities and Exchange Commission (SEC) and the Commodity Futures Trading Commission (CFTC) that strengthens collaboration, especially in data sharing and crypto regulation, with a focus on secure information exchange and more technology-neutral oversight. John highlights a more skeptical perspective on the agreement, noting that the MOU “hardly says anything” and suggesting it reflects broader political dynamics around crypto regulation. He described it as a “shot across the bow to [former SEC Chair] Gary Gensler” and emphasized the intent behind technology-neutral regulation, stating, “They don’t want to favor one type of technology over another, rather than focusing on, ‘well, we want to move everybody to blockchain.’ … I think the idea is to be more agnostic.”