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

Biography

Joe's practice focuses on corporate and securities matters, including mergers and acquisitions, securities laws and capital markets transactions. Prior to joining Sullivan, Joe was one of the first in-house counsels to a publicly-traded cannabis company. He advises clients with respect to ongoing corporate governance and disclosure matters, including compliance with Securities Exchange Act of 1934 requirements, stock exchange listing standards and Sarbanes-Oxley Act compliance.

Education
  • New York University School of Law (J.D.)
  • University College London (LL.M.)
  • Luther College (B.A., magna cum laude)
Bar & Court Admissions
  • New York
  • United Kingdom
Professional Qualifications

  • National Cannabis Industry Association’s Banking and Financial Services Committee, 2024
Community Engagement
  • Co-chair, Advisory Board, International Cannabis Bar Association (INCBA)
Viewpoints
All Viewpoints
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.
Nasdaq Considers a New $5 Million Market Value Threshold for Continued Listing: What Issuers Need to Know
Nasdaq has proposed a significant change to its continued listing standards that would impose a new minimum market value requirement on companies listed on the Nasdaq Global Market and the Nasdaq Capital Market. If adopted, the proposal would require each listed issuer to maintain a minimum “Market Value of Listed Securities” (“MVLS”) of at least $5 million and would require Nasdaq to suspend trading and delist issuers that remain below that threshold for 30 consecutive business days. The proposal is the latest in a series of Nasdaq initiatives directed at tightening listing and continued listing standards for smaller issuers. Nasdaq filed the proposed rule change with the U.S. Securities and Exchange Commission (the “SEC”) on January 13, 2026, pursuant to Section 19(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). The proposal will not become effective unless and until it is approved by the SEC; however, the comment period expired on February 19, 2026. Overview of the Proposed MVLS Requirement The core of the proposal is the adoption of new continued listing requirements that would apply across Nasdaq’s Global and Capital Markets. Nasdaq proposes to adopt new Listing Rule 5450(a)(3) and Listing Rule 5550(a)(6) to require listed companies to maintain MVLS of at least $5 million. MVLS is based on Nasdaq’s rulebook definitions of “Market Value” and “Listed Securities.” “Market Value” is defined as the consolidated closing bid price multiplied by the measure to be valued, and “Listed Securities” means securities listed on Nasdaq or another national securities exchange. As a result, MVLS is intended to capture the aggregate market value of an issuer’s Nasdaq-listed equity securities, and, where an issuer has more than one class or series of equity security listed on Nasdaq, MVLS would generally take into account each such listed class or series using the applicable consolidated closing bid price and the number of outstanding securities of that class or series, with the values aggregated. Under the proposal, if an issuer’s MVLS remains below $5 million for 30 consecutive business days, Nasdaq would issue a Staff Delisting Determination, and the issuer’s securities would be immediately subject to trading suspension and delisting. Unlike many existing Nasdaq continued listing deficiencies that provide a compliance period to regain compliance, the proposal would provide no cure period once the 30 consecutive business day threshold is met. Nasdaq’s filing explains that while an issuer may request a hearing, a hearing request would not stay the suspension, and the scope of the hearing would be limited largely to whether Nasdaq staff made a factual error in determining that the issuer failed to meet the new MVLS requirement for the required period. Considerations for Issuers For companies assessing the potential impact of the proposal, the proposal presents two distinct timing considerations: uncertainty regarding when the SEC may approve the rule and the strict operation of the issuer’s day count under the proposed standard once it becomes effective. From a regulatory perspective, the proposal remains subject to SEC review and could be approved, disapproved, or modified through the SEC’s rule filing process. Although the timing and final terms of any SEC approval remain unclear, from an issuer’s perspective, the proposed rule leaves little margin for delay once a company’s MVLS begins to approach the $5 million threshold, particularly because compliance will depend in large part on market conditions that may be outside the company’s control. The proposal’s reliance on a 30-consecutive-business-day MVLS test requires issuers to treat the end of that measurement period as a hard compliance deadline. Once non-compliance with the 30-consecutive-business-day threshold occurs, the current proposal gives Nasdaq no discretion, and the issuer will be immediately suspended and delisted. Accordingly, issuers trading below or near the $5 million threshold should actively monitor MVLS on a daily basis, understand how Nasdaq counts consecutive business days, and be prepared to evaluate and implement response strategies well before the measurement period begins rather than waiting for the 30 business-day period to elapse since there are no appeals or compliance periods in the traditional continued listing standards. Compliance Measures If the proposal is approved, it would represent a meaningful shift in Nasdaq’s approach to continued listing compliance for issuers on these exchanges. The elimination of a traditional cure period and the lack of a stay pending appeal would significantly compress the timeframe in which companies can respond to sustained declines in market value, increasing the importance of advance planning and coordinated execution. Sullivan has expanded the scope of its Small-Firm Task Force and is actively working with clients on a variety of compliance strategies. The Task Force urges all issuers that are in danger of breaching the $5 million threshold to get in front of this new standard and seek to ensure a compliance buffer sooner than later. Disclaimer: this client alert is provided for general informational purposes only and does not constitute legal advice. The Nasdaq rule change described above is proposed and subject to SEC review and approval, and its final form and effective date may differ from the proposal as filed.  
Joseph Segilia Selected to National Cannabis Industry Association’s 2024 Banking & Financial Services Committee
Boston, MA - Joseph Segilia, leader of Sullivan’s Cannabis practice team, has been selected to the National Cannabis Industry Association’s 2024 Banking & Financial Services Committee. The NCIA is the oldest and largest trade association representing the legal cannabis industry. Based in New York City, Joe and his team of attorneys spanning multiple practice groups and U.S. offices track the dynamic cannabis legal landscape and provide clients with strategic, comprehensive counsel that assists them in achieving their business goals. Learn more about Sullivan’s Cannabis practice capabilities here. About Sullivan Sullivan & Worcester (Sullivan) is a global law firm with approximately 200 attorneys 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, 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.
Media Coverage – Joseph Segilia, Former General Counsel at Unrivaled Brands, Joins Sullivan as Partner in New York
Joseph Segilia joined Sullivan & Worcester as Partner on July 5, 2022. Joe was previously General Counsel at cannabis company Unrivaled Brands. The full press release announcing his joining the firm can be viewed here. Additional media coverage includes: The Daily Docket – "Industry Moves," July 20, 2022 Bloomberg Law – "Wake Up Call Newsletter," July 20, 2022 Law360 – "Cannabis Co. GC Joins Sullivan & Worcester As NY Partner" July 18, 2022