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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
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.

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
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.