Notice2021-26624
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify Certain Annual Listing Fees To Be Implemented on January 1, 2022
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
December 9, 2021
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 86 Issue 234 (Thursday, December 9, 2021)</title>
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[Federal Register Volume 86, Number 234 (Thursday, December 9, 2021)]
[Notices]
[Pages 70156-70159]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2021-26624]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34 93713 File No. SR-NASDAQ-2021-091]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Modify Certain Annual Listing Fees To Be Implemented on January 1, 2022
December 3, 2021.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on November 22, 2021, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to modify certain listing fees. While changes
proposed herein are effective upon filing, the Exchange has designated
the proposed amendments to be operative on January 1, 2022.
The text of the proposed rule change is available on the Exchange's
website at <a href="https://listingcenter.nasdaq.com/rulebook/nasdaq/rules">https://listingcenter.nasdaq.com/rulebook/nasdaq/rules</a>, at
the principal office of the Exchange, and at the Commission's Public
Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these
[[Page 70157]]
statements may be examined at the places specified in Item IV below.
The Exchange has prepared summaries, set forth in sections A, B, and C
below, of the most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to modify the Exchange's
all-inclusive annual listing fees for all domestic and foreign
companies listing equity securities covered by Listing Rules 5910 and
5920 on the Nasdaq Global Select, Global and Capital Markets.
Currently, for companies listed on the Capital Market, other than,
in part, ADRs, Closed-end Funds and Limited Partnerships, the all-
inclusive annual fee ranges from $44,000 to $79,000; for ADRs listed on
the Capital Market the all-inclusive annual fee ranges from $44,000 to
$53,000; and for Limited Partnerships listed on the Capital Market the
all-inclusive annual fee ranges from $32,000 to $39,500. On the Global
and Global Select Markets, the all-inclusive annual fee for companies
other than, in part, ADRs, Closed-end Funds and Limited Partnerships
ranges from $47,000 to $163,000; for ADRs the all-inclusive annual fee
ranges from $47,000 to $84,000; and for Limited Partnerships the all-
inclusive annual fee ranges from $39,500 to $81,500. The all-inclusive
annual fee for Closed-end Funds listed on any market tier ranges from
$32,000 to $105,000. In each case, a company's all-inclusive annual fee
is based on its total shares outstanding.\3\
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\3\ REITs are subject to the same fee schedule as other equity
securities; however for the purpose of determining the total shares
outstanding, shares outstanding of all members in a REIT Family
listed on the same Nasdaq market tier may be aggregated. Similarly,
for the purpose of determining the total shares outstanding, fund
sponsors may aggregate shares outstanding of all Closed-End Funds in
the same fund family listed on the Nasdaq Global Market or the
Nasdaq Capital Market. See Listing Rules 5910(b)(2) and 5920(b)(2).
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Nasdaq proposes to amend the all-inclusive annual fee for all
domestic and foreign companies listing equity securities on the Nasdaq
Global Select, Global and Capital Markets to the following amounts,\4\
effective January 1, 2022:
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\4\ The proposed fee change reflects about a 2.5% increase
rounded to the nearest $500.
Global/Global Select Markets
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Annual fee Annual fee
before the effective
Total shares outstanding proposed January 1,
change 2022
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Equity securities other than, in part, ADRs, Up to 10 million shares......... $47,000 $48,000
Closed-end Funds and Limited Partnerships. 10+ to 50 million shares........ 58,000 59,500
50+ to 75 million shares........ 79,000 81,000
75+ to 100 million shares....... 105,000 107,500
100+ to 125 million shares...... 131,000 134,500
125+ to 150 million shares...... 142,000 145,500
Over 150 million shares......... 163,000 167,000
ADRs.......................................... Up to 10 million ADRs and other 47,000 48,000
listed equity securities.
10+ to 50 million ADRs and other 53,000 54,500
listed equity securities.
50+ to 75 million ADRs and other 63,000 64,500
listed equity securities.
Over 75 million ADRs and other 84,000 86,000
listed equity securities.
Closed-end Funds.............................. Up to 50 million shares......... 32,000 33,000
50+ to 100 million shares....... 53,000 54,500
100+ to 250 million shares...... 79,000 81,000
Over 250 million shares......... 105,000 107,500
Limited Partnerships.......................... Up to 75 million shares......... 39,500 40,500
75+ to 100 million shares....... 53,000 54,500
100+ to 125 million shares...... 65,500 67,000
125+ to 150 million shares...... 70,500 72,500
Over 150 million shares......... 81,500 83,500
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Capital Market
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Annual fee Annual fee
before the effective
Total shares outstanding proposed January 1,
change 2021
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Equity securities other than, in part, ADRs, Up to 10 million shares......... $44,000 $45,000
Closed-end Funds and Limited Partnerships. 10+ to 50 million shares........ 58,000 59,500
Over 50 million shares.......... 79,000 81,000
ADRs.......................................... Up to 10 million ADRs and other 44,000 45,000
listed equity securities.
Over 10 million ADRs and other 53,000 54,500
listed equity securities.
Closed-end Funds.............................. Up to 50 million shares......... 32,000 33,000
50+ to 100 million shares....... 53,000 54,500
100+ to 250 million shares...... 79,000 81,000
Over 250 million shares......... 105,000 107,500
Limited Partnerships.......................... Up to 75 million shares......... 32,000 33,000
Over 75 million shares.......... 39,500 40,500
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[[Page 70158]]
Nasdaq also proposes to update the maximum fee applicable to a
Closed-End Fund family to $107,500 and the maximum fee applicable to a
REIT Family listed on the Nasdaq Global Market and the Nasdaq Capital
Market to $167,000 and $81,000, respectively, to reflect the proposed
fee change for other equity securities, as described above.\5\
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\5\ See footnote 3 above.
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Nasdaq also proposes to update the all-inclusive annual listing
fees for companies whose business plan is to complete an initial public
offering and engage in a merger or acquisition with one or more
unidentified companies within a specific period of time, as described
in IM-5101-2, (``Acquisition Companies'') listing on the Nasdaq Global
Market to continue to keep such fees identical to the fees the Capital
Market Acquisition Companies are charged.\6\
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\6\ As proposed, Nasdaq would update Rule 5910(b)(2)(F) to have
the following all-inclusive annual fee schedule applicable to Global
Market Acquisition Companies, based on the number of shares
outstanding: Up to 10 million shares outstanding, $45,000; between
10,000,001 and 50 million shares outstanding, $59,500; over 50
million shares outstanding, $81,000. These are the same proposed
fees charged Capital Market Acquisition Companies under Rule
5920(b)(2)(A). See Securities Exchange Act Release No. 92345 (July
7, 2021), 86 FR 36807 (July 13, 2021) (SR-NASDAQ-2021-055). In this
filing Nasdaq explained its belief that Acquisition Companies listed
on the Nasdaq Global Market receive the same services as Acquisition
Companies listed on the Nasdaq Capital Market making it appropriate
for Nasdaq to charge such companies the same fees.
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Finally, Nasdaq proposes to update amounts in examples in Listing
Rules 5910(b)(3)(D) and 5920(b)(3)(D), clarifying the application of
the rules for companies transferring between Nasdaq tiers, to align the
fee amounts with the fees applicable in year 2022.
As described below, Nasdaq proposes to make the aforementioned fee
increases to better reflect the Exchange's costs related to listing
equity securities and the corresponding value of such listing to
issuers.
Nasdaq also proposes to remove references to fees that are no
longer applicable because they were superseded by new fee rates
specified in the rule text.
While these changes are effective upon filing, Nasdaq has
designated the proposed amendments to be operative on January 1, 2022.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\7\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,\8\ in particular, in that it provides
for the equitable allocation of reasonable dues, fees and other charges
among members and issuers and other persons using any facility, and is
not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(4) and (5).
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Nasdaq believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Listing
Rules 5910(b)(2) and 5920(b)(2) to increase the various listing fees
\9\ as set forth above because of the increased costs incurred by
Nasdaq since it established the current rates. In that regard, the
Exchange notes that its general costs to support our listed companies
have increased, including due to price inflation. The Exchange also
continues to expand and improve the services it provides to listed
companies as well as the technology and the virtual experience
available with the Nasdaq MarketSite. Nasdaq has also invested to
create additional outdoor event space at its New York Headquarters, and
separately, to secure a license that can be used by listed companies to
hold events in Times Square. Internationally, Nasdaq's offices in
London, Beijing, Toronto and Sydney have been upgraded to a modern
design with new meeting rooms equipped with technology that houses the
digital equipment needed for remote conferencing, presentations,
collaborative review, or displays and signage thus enhancing the listed
companies experience.
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\9\ Effective January 1, 2021, Nasdaq modified the fee schedule
for all domestic and foreign companies listing equity securities
covered by Listing Rules 5910 and 5920 on the Nasdaq Global Select,
Global and Capital Markets. Securities Exchange Act Release No.
90519 (November 25, 2020), 85 FR 77324 (December 1, 2020) (SR-
NASDAQ-2020-072).
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Nasdaq also believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend Listing
Rules 5910(b)(2) and 5920(b)(2) to increase the various listing fees
while rounding the increase to the nearest $500 as set forth above
because such rounding represents de minimis variation in fees for
Nasdaq listed companies. In addition, Nasdaq has used the same
methodology since the adoption of the all-inclusive annual listing fee
schedule and all annual listing fees under Listing Rules 5910(b)(2) and
5920(b)(2) are rounded to $500.
The proposed change to update the fees applicable to Acquisition
Companies listed on the Nasdaq Global Market, update amounts in
examples clarifying the application of the rules for companies
transferring between Nasdaq tiers, and update the maximum fee
applicable to a Closed-End Fund family and the maximum fee applicable
to a REIT Family to reflect the proposed fee change for other equity
securities, as described above, is not unfairly discriminatory because
it merely reflects the change in fees without changing the substance of
the rule.\10\
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\10\ See Securities Exchange Act Release No. 92345 (July 7,
2021), 86 FR 36807 (July 13, 2021) (explaining, among other things,
why Nasdaq believes that it is not unfairly discriminatory to charge
Acquisition Companies listed on the Nasdaq Global Market the same
fees as fees charged Acquisition Companies listed on the Nasdaq
Capital Market). See also footnote 6, above.
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Finally, Nasdaq notes that it operates in a highly competitive
market in which market participants can readily switch exchanges if
they deem the listing fees excessive.\11\ In such an environment,
Nasdaq must continually review its fees to assure that they remain
competitive.
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\11\ The Justice Department has noted the intense competitive
environment for exchange listings. See ``NASDAQ OMX Group Inc. and
IntercontinentalExchange Inc. Abandon Their Proposed Acquisition Of
NYSE Euronext After Justice Department Threatens Lawsuit'' (May 16,
2011), available at <a href="http://www.justice.gov/atr/public/press_releases/2011/271214.htm">http://www.justice.gov/atr/public/press_releases/2011/271214.htm</a>.
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The proposed removal of text relating to fees that are no longer
applicable is ministerial in nature and has no substantive effect.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act, as amended. The market for
listing services is extremely competitive and listed companies may
freely choose alternative venues, both within the U.S. and
internationally. For this reason, Nasdaq does not believe that the
proposed rule change will result in any burden on competition for
listings.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\12\
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\12\ 15 U.S.C. 78s(b)(3)(A)(ii).
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At any time within 60 days of the filing of the proposed rule
change, the
[[Page 70159]]
Commission summarily may temporarily suspend such rule change if it
appears to the Commission that such action is: (i) Necessary or
appropriate in the public interest; (ii) for the protection of
investors; or (iii) otherwise in furtherance of the purposes of the
Act. If the Commission takes such action, the Commission shall
institute proceedings to determine whether the proposed rule should be
approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#addfd8c1c880cec2c0c0c8c3d9deeddec8ce83cac2db"><span class="__cf_email__" data-cfemail="e193948d84cc828e8c8c848f9592a1928482cf868e97">[email protected]</span></a>. Please include
File Number SR-NASDAQ-2021-091 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-NASDAQ-2021-091. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NASDAQ-2021-091 and should be submitted
on or before December 30, 2021.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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\13\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-26624 Filed 12-8-21; 8:45 am]
BILLING CODE 8011-01-P
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