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

Phillip focuses his practice on capital markets, securities law, corporate finance and corporate governance. He represents issuers, broker-dealers and investors across a range of transactional and regulatory matters, with a particular emphasis on securities offerings and ongoing public company reporting. Phillip regularly advises on equity offerings and other capital markets transactions, representing both issuers and investors and guiding clients through structuring, execution and regulatory considerations. He works closely with issuers, underwriters and investors to navigate the offering process, address disclosure issues and manage timing and coordination across transaction parties. His experience includes advising investors on investment structures and negotiating key economic and governance terms in purchase agreements and underwriting agreements. This dual perspective enables him to provide practical, execution-oriented advice across a variety of deal types and in fast-moving transactional contexts.

A significant portion of Phillip’s practice involves advising public companies on disclosure and reporting obligations. He has substantial experience preparing and reviewing periodic reports and registration statements, and his work focuses on helping clients address complex disclosure and regulatory issues in a clear and defensible manner. Phillip also counsels clients on corporate governance matters, disclosure controls and broader compliance frameworks, working with management teams and advisors to navigate evolving regulatory expectations while maintaining efficient internal processes and consistent public reporting.

His broader experience includes advising on debt financings, representing both corporate borrowers and financial institutions, as well as prior work on mergers and acquisitions. This range of experience enables him to provide commercially grounded advice across the full corporate lifecycle, from transactional execution to ongoing governance and compliance.
 

Education
  • Brooklyn Law School (J.D.)
  • Binghamton University (B.A.)
Bar & Court Admissions
  • New York
  • U.S. District Court, Southern District of New York
Viewpoints
All Viewpoints
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 Submits Supplemental Comment Letter to SEC on Nasdaq’s Proposed Market Value Listing Requirement
On May 22, 2026, Sullivan & Worcester submitted a supplemental comment letter to the U.S. Securities and Exchange Commission (SEC) in response to Release No. 34-105333; File No. SR-NASDAQ-2026-004, concerning Nasdaq’s proposal to adopt a continued listing requirement mandating that companies maintain a minimum Market Value of Listed Securities of $5 million. The supplemental letter, authored by partners David Danovitch, Angela Gomes, Brendan O’Brien and associate Phillip Carnevale, expands upon the firm’s prior comments submitted in February and addresses the SEC’s Order Instituting Proceedings regarding the proposal. Nasdaq’s proposal would require issuers to maintain at least $5 million in Market Value of Listed Securities for 30 consecutive business days and would impose immediate suspension and delisting for companies that fall below that threshold, without providing a meaningful compliance or cure period. Sullivan’s comments emphasize that the proposal could unintentionally encourage opportunistic trading activity and disproportionately impact micro-cap and small-cap issuers whose market value is often influenced by factors outside their control, including volatility, investor sentiment and trading dynamics. The letter also highlights the potential harm to retail investors resulting from automatic delisting to over-the-counter markets, including reduced liquidity, transparency and governance protections. Through its interdisciplinary Small-Firm Task Force, Sullivan continues to draw on its capital markets, regulatory, enforcement and litigation experience to support issuers and investors navigating the evolving regulatory landscape impacting small-cap, micro-cap and mid-market companies. For these reasons, Sullivan urged the SEC to disapprove the proposal unless substantially modified to address the concerns outlined in the firm’s supplemental comments.

Phillip Carnevale

Phillip focuses his practice on capital markets, securities law, corporate finance and corporate governance. He represents issuers, broker-dealers and investors across a range of transactional and regulatory matters, with a particular emphasis on securities offerings and ongoing public company reporting. Phillip regularly advises on equity offerings and other capital markets transactions, representing both issuers and investors and guiding clients through structuring, execution and regulatory considerations. He works closely with issuers, underwriters and investors to navigate the offering process, address disclosure issues and manage timing and coordination across transaction parties. His experience includes advising investors on investment structures and negotiating key economic and governance terms in purchase agreements and underwriting agreements. This dual perspective enables him to provide practical, execution-oriented advice across a variety of deal types and in fast-moving transactional contexts.

A significant portion of Phillip’s practice involves advising public companies on disclosure and reporting obligations. He has substantial experience preparing and reviewing periodic reports and registration statements, and his work focuses on helping clients address complex disclosure and regulatory issues in a clear and defensible manner. Phillip also counsels clients on corporate governance matters, disclosure controls and broader compliance frameworks, working with management teams and advisors to navigate evolving regulatory expectations while maintaining efficient internal processes and consistent public reporting.

His broader experience includes advising on debt financings, representing both corporate borrowers and financial institutions, as well as prior work on mergers and acquisitions. This range of experience enables him to provide commercially grounded advice across the full corporate lifecycle, from transactional execution to ongoing governance and compliance.
 

Viewpoints
All Viewpoints
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 Submits Supplemental Comment Letter to SEC on Nasdaq’s Proposed Market Value Listing Requirement
On May 22, 2026, Sullivan & Worcester submitted a supplemental comment letter to the U.S. Securities and Exchange Commission (SEC) in response to Release No. 34-105333; File No. SR-NASDAQ-2026-004, concerning Nasdaq’s proposal to adopt a continued listing requirement mandating that companies maintain a minimum Market Value of Listed Securities of $5 million. The supplemental letter, authored by partners David Danovitch, Angela Gomes, Brendan O’Brien and associate Phillip Carnevale, expands upon the firm’s prior comments submitted in February and addresses the SEC’s Order Instituting Proceedings regarding the proposal. Nasdaq’s proposal would require issuers to maintain at least $5 million in Market Value of Listed Securities for 30 consecutive business days and would impose immediate suspension and delisting for companies that fall below that threshold, without providing a meaningful compliance or cure period. Sullivan’s comments emphasize that the proposal could unintentionally encourage opportunistic trading activity and disproportionately impact micro-cap and small-cap issuers whose market value is often influenced by factors outside their control, including volatility, investor sentiment and trading dynamics. The letter also highlights the potential harm to retail investors resulting from automatic delisting to over-the-counter markets, including reduced liquidity, transparency and governance protections. Through its interdisciplinary Small-Firm Task Force, Sullivan continues to draw on its capital markets, regulatory, enforcement and litigation experience to support issuers and investors navigating the evolving regulatory landscape impacting small-cap, micro-cap and mid-market companies. For these reasons, Sullivan urged the SEC to disapprove the proposal unless substantially modified to address the concerns outlined in the firm’s supplemental comments.