Notice2022-03280
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of Proposed Rule Change, as Modified by Amendment No. 1, To Revise the Suite of Complimentary Products and Services Offered To Listed Companies
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
February 16, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 87 Issue 32 (Wednesday, February 16, 2022)</title>
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[Federal Register Volume 87, Number 32 (Wednesday, February 16, 2022)]
[Notices]
[Pages 8886-8891]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-03280]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-94222; File No. SR-NYSE-2021-68]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Amendment No. 1 and Order Granting Accelerated
Approval of Proposed Rule Change, as Modified by Amendment No. 1, To
Revise the Suite of Complimentary Products and Services Offered To
Listed Companies
February 10, 2022.
I. Introduction
On December 13, 2021, New York Stock Exchange LLC (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section
[[Page 8887]]
19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule
19b-4 thereunder,\2\ a proposed rule change to revise the suite of
complimentary products and services offered to listed companies
pursuant to Section 907.00 of the NYSE Listed Company Manual
(``Manual'' or ``LCM''). The proposed rule change was published for
comment in the Federal Register on December 29, 2021.\3\ The Commission
received no comments on the proposal. On February 4, 2022, the Exchange
filed partial Amendment No. 1 to the proposed rule change.\4\ The
Commission is publishing this notice to solicit comments on the
proposed rule change, as modified by Amendment No. 1, from interested
persons and is approving the proposed rule change, as modified by
Amendment No. 1, on an accelerated basis.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 93865 (December 23,
2021), 86 FR 74115 (``Notice'').
\4\ In Amendment No. 1, the Exchange revised the proposal to
clarify that: (i) The products and services available to issuers
under Tier One and Tier A are limited to those stated in the rule,
(ii) an issuer's eligibility for services under Tier One and Tier
Two is based on its shares outstanding as of the preceding September
30 unless recalculated due to an additional issuance between October
1 and December 31 during the preceding calendar year, and (iii)
there is no significant change in the overall value of the services
with the exception that all issuers would receive 48 months of
whistleblower services with an approximate annual value of $4,000
rather than 24 months of such services in the Statutory Basis. In
addition, in Amendment No. 1, the Exchange provided a description of
the three new categories of products and services available to
issuers under the proposal, which include the Board of Directors
Platform, Virtual Event Platform, and Environmental, Social and
Governance Tools (``ESG''), as well as an example of how a listed
company would be eligible to receive Tier One or Tier Two services
under the proposal. Amendment No. 1 is available on the Commission's
website at: <a href="https://www.sec.gov/comments/sr-nyse-2021-68/srnyse202168-20114608-266849.pdf">https://www.sec.gov/comments/sr-nyse-2021-68/srnyse202168-20114608-266849.pdf</a> (``Amendment No. 1'').
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II. Description of the Proposal, as Modified by Amendment No. 1
Description of the Current Rule
Section 907.00 of the NYSE Manual sets forth complimentary products
and services that issuers are entitled to receive in connection with
their NYSE listing.\5\ The Exchange currently offers certain
complimentary products and services and access to discounted third-
party products and services through the NYSE Market Access Center to
currently and newly listed issuers.\6\ The Exchange also provides
complimentary market surveillance products and services (with a
commercial value of approximately $55,000 annually), Web-hosting
products and services (with a commercial value of approximately $16,000
annually), Web-casting services (with a commercial value of
approximately $6,500 annually), market analytics products and services
(with a commercial value of approximately $30,000 annually), and news
distribution products and services (with a commercial value of
approximately $20,000 annually).\7\
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\5\ See Notice, supra note 3, at 74116.
\6\ See id.
\7\ See id.
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Currently, the products and services are offered to Eligible New
Listings \8\ and Eligible Transfer Companies \9\ based on the following
tiers: \10\
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\8\ For purposes of Section 907.00 of the NYSE LCM, the term
``Eligible New Listing'' means (i) any U.S. company that lists
common stock on the Exchange for the first time and any non-U.S.
company that lists an equity security on the Exchange under Section
102.01 or 103.00 of the NYSE LCM for the first time, regardless of
whether such U.S. or non-U.S. company conducts an offering and (ii)
any U.S. or non-U.S. company emerging from a bankruptcy, spinoff
(where a company lists new shares in the absence of a public
offering), and carve-out (where a company carves out a business line
or division, which then conducts a separate initial public
offering). For purposes of Section 907.00 of the NYSE LCM, an
``equity security'' means common stock or common share equivalents
such as ordinary shares, New York shares, global shares, American
Depository Receipts, or Global Depository Receipts. See id.
\9\ For purposes of Section 907.00 of the NYSE LCM, the term
``Eligible Transfer Company'' means any U.S. or non-U.S. company
that transfers its listing of common stock or equity securities,
respectively, to the Exchange from another national securities
exchange. See id.
\10\ Section 907.00 of the NYSE LCM provides for separate
service entitlements for Acquisition Companies listed under Section
102.06 of the NYSE LCM and the issuers of Equity Investment Tracking
Stocks listed under Section 102.07 of the NYSE LCM. See id.
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Tier A: For Eligible New Listings and Eligible Transfer Companies
with a global market value of $400 million or more, in each case
calculated as of the date of listing on the Exchange, the Exchange
offers market surveillance, market analytics, Web-hosting, Web-casting,
and news distribution products and services for a period of 48 calendar
months.
Tier B: For Eligible New Listings and Eligible Transfer Companies
with a global market value of less than $400 million, in each case
calculated as of the date of listing on the Exchange, the Exchange
offers Web-hosting, market analytics, Web-casting, and news
distribution products and services for a period of 48 calendar
months.\11\
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\11\ See id.
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The products and services are offered to currently listed companies
that meet the eligibility requirements (``Eligible Current Listings'')
based on the following tiers:
Tier One: The Exchange offers (i) a choice of market surveillance
or market analytics products and services, and (ii) Web-hosting and
Web-casting products and services to U.S. issuers that have 270 million
or more total shares of common stock issued and outstanding in all
share classes, including and in addition to Treasury shares, and non-
U.S. companies that have 270 million or more shares of an equity
security issued and outstanding in the U.S., each calculated annually
as of September 30 \12\ of the preceding year.
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\12\ Under current Section 907.00 of the NYSE LCM, a U.S. issuer
or non-U.S. company that has the requisite number of shares
outstanding on September 30 will begin (or continue, as the case may
be) to receive the suite of complimentary products and services for
which it is eligible as of the following January 1. In the event
that a U.S. issuer or non-U.S. company completes a corporate action
between October 1 and December 31 that increases the number of
shares it has outstanding, the Exchange will calculate its
outstanding shares as of December 31 and determine whether it has
become eligible to receive Tier One or Tier Two services. If
eligible, the Exchange will offer such services as of the
immediately succeeding January 1. See id.
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Tier Two: At each such issuer's election, the Exchange offers a
choice of either (i) market analytics or (ii) Web-hosting and Web-
casting products to: (1) U.S. issuers that have 160 million to
269,999,999 total shares of common stock issued and outstanding in all
share classes, including and in addition to Treasury shares, calculated
annually as of September 30 of the preceding year; and (2) non-U.S.
companies that have 160 million to 269,999,999 shares of an equity
security issued and outstanding in the U.S., calculated annually as of
September 30 of the preceding year.\13\
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\13\ See id.
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In addition to the foregoing, the Exchange provides all listed
issuers with complimentary access to whistleblower hotline services
(with a commercial value of approximately $4,000 annually) for a period
of 24 calendar months.\14\
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\14\ See id.
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Proposed Amendments to Section 907.00 of the NYSE LCM
The Exchange proposes to amend Section 907.00 of the Manual.
According to the Exchange, Eligible Current Listings would be entitled
on a prorated annual basis to a new suite of products and services
starting on the first day of the first calendar month after the
approval date for the proposed amendments.\15\ Eligible New Listings
and Eligible Transfer Companies would receive the proposed new suite of
products and services if they list on or after the date this proposal
is approved by the Commission.\16\ Moreover, the
[[Page 8888]]
Exchange states that issuers would not be required as a condition of
listing to utilize the complimentary products and services available to
them pursuant to Section 907.00 of the Manual, and issuers may decide
to contract themselves for other products and services.\17\ The
Exchange further states that companies receiving products and services
as Eligible New Listings or Eligible Transfer Companies that list
before the operative date will continue to be eligible to receive the
products and services for which they are eligible under the rule as in
effect before that date.\18\
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\15\ See id.
\16\ See id.
\17\ See id.
\18\ See id.
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Modified List of Products and Services
The Exchange proposes to amend the suite of products and services
provided under Section 907.00 of the Manual. As amended, the suite of
available products and services would be as follows: Market
intelligence (with a maximum commercial value of approximately $50,000
annually),\19\ market analytics (with a maximum commercial value of
approximately $30,000 annually), board of directors platform (with a
maximum commercial value of approximately $40,000 annually),\20\
virtual event platform (with a maximum commercial value of
approximately $30,000 annually),\21\ ESG (with a maximum commercial
value of approximately $30,000 annually),\22\ Web-hosting and Web-
casting products and services (with a maximum commercial value of
approximately $25,000 annually),\23\ and news distribution products and
services (with a maximum commercial value of approximately $20,000
annually).\24\
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\19\ The proposed services offering includes market
intelligence, rather than market surveillance as in the current
rule. According to the Exchange, this change reflects a change in
the types of service packages offered by the service providers from
whom the Exchange purchases these services. These service providers
now also provide additional information that is intended to track
investors' views about an issuer and how those views change over
time. The Exchange states that the small decrease in the value
attributed to this service is a result of pricing competition in a
highly competitive market for these services. See id. at 74117.
\20\ The Board of Directors Platform is a software program that
enables secure document sharing, agenda sharing, and voting for
public company boards of directors. See Amendment No. 1, supra note
4, at 4.
\21\ The Virtual Event Platform is a technology platform that
enables companies to communicate with their investors by holding
investor days, capital markets days, and other investment community
events virtually. See id. at 5.
\22\ ESG are products and services that assist companies in
aggregating and organizing ESG on a cross-organization basis,
generally to facilitate public disclosure. See id.
\23\ The current rule treats Web-hosting and Web-casting
services as two separate items in the suite of available services,
while the proposed rule amendments aggregate them as a single
option. According to the Exchange, it is making this change since
service providers now market these two services together rather than
separately. The Exchange states that the aggregate value of Web-
hosting and Web-casting services would increase slightly due to
increased prices charged by service providers. See Notice, supra
note 3, at 74117.
\24\ See id. at 74116-17. The Exchange further proposes to
remove the reference to the Market Access Center from Section 907.00
of the NYSE LCM. The Exchange states that this does not reflect any
change in the nature of the services to be provided or how issuers
will access those services, and that the Market Access Center
concept was simply a way of identifying the entire suite of
available products and services and promoting their availability to
issuers. See id. at 74117.
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The Exchange states that it proposes, in certain cases, to provide
companies with the flexibility in choosing the types and levels of
services that best meet their needs, while providing that all qualified
companies within a tier are entitled to receive the same dollar value
of services.\25\ Under the current rule, a listed company may choose
among the various service categories, where choosing a particular
service requires the company to forego another service category
entirely.\26\ The proposed rule adopts a more flexible approach for (i)
Eligible New Listings and Eligible Transfers that qualify for Tier A
and (ii) currently listed companies that qualify for Tier One, in which
cases, companies will be eligible to choose different levels of
services from the different categories, subject to a maximum overall
value of services used.\27\
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\25\ See id.
\26\ See id. The Exchange states, for example, that a company
with Tier One eligibility can choose either market surveillance or
market analytics products and services but cannot receive both. See
id.
\27\ See id.
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Amended Offering for Eligible New Listings and Eligible Transfers
The proposed amended offering of products and services for Eligible
New Listings and Eligible Transfers would be as follows:
Tier A: For a period of 48 calendar months, with respect to
Eligible New Listings and Eligible Transfer Companies that list on the
Exchange after approval of these amendments with a global market value
of $400 million or more, in each case calculated as of the date of
listing on the Exchange, the Exchange offers products and services with
a maximum combined commercial value of approximately $125,000 annually,
consisting of (i) Web-hosting and Web-casting products and services,
(ii) news distribution products and services, and (iii) a selection
from among a suite of products and services, consisting of market
intelligence, market analytics, board of directors platform, virtual
event platform, or ESG products and services.\28\
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\28\ See id. and Amendment No. 1, supra note 4, at 3.
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Tier B: For a period of 48 calendar months, with respect to
Eligible New Listings and Eligible Transfer Companies that list on the
Exchange after approval of these amendments with a global market value
of less than $400 million, in each case calculated as of the date of
listing on the Exchange, the Exchange offers (i) Web-hosting and Web-
casting products and services, (ii) market analytics, and (iii) news
distribution products and services.\29\
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\29\ See Notice, supra note 3, at 74117.
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The Exchange states that the methodology used for determining
global market value under the proposed amended rule for an Eligible New
Listing or Eligible Transfer Company would be the same as is used under
the current rule.\30\
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\30\ See id.
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Amended Offering for Currently Listed Companies
The proposed amended offering of products and services for Eligible
Current Listings would be as follows:
Tier One: For U.S. issuers that have 270 million or more total
shares of common stock issued and outstanding in all share classes,
including and in addition to Treasury shares, and non-U.S. companies
that have 270 million or more shares of an equity security issued and
outstanding in the U.S., each calculated annually as of September 30 of
the preceding year (unless recalculated due to an additional issuance
between October 1 and December 31 during the preceding calendar year),
the Exchange offers products and services with a maximum combined
commercial value of approximately $75,000 annually, to be effective as
of the following January 1, consisting of (i) Web-hosting and Web-
casting products and services and (ii) a selection from among a suite
of products and services, consisting of market intelligence, market
analytics, board of directors platform, virtual event platform, or ESG
products and services.\31\
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\31\ See Amendment No. 1, supra note 4, at 3-4.
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Tier Two: Effective January 1, at each issuer's election, the
Exchange offers a choice of: (i) Market analytics; (ii) Web-hosting and
Web-casting products; or (iii) virtual event platform to:
(1) U.S. issuers that have 160 million to 269,999,999 total shares
of common stock issued and outstanding in all
[[Page 8889]]
share classes, including and in addition to Treasury shares, calculated
annually as of September 30 of the preceding year (unless recalculated
due to an additional issuance between October 1 and December 31 during
the preceding calendar year); and
(2) non-U.S. companies that have 160 million to 269,999,999 shares
of an equity security issued and outstanding in the U.S., calculated
annually as of September 30 of the preceding year (unless recalculated
due to an additional issuance between October 1 and December 31 during
the preceding calendar year).\32\
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\32\ See id.
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The Exchange states that the methodology used in determining the
number of shares issued and outstanding for purposes of eligibility for
Tier One or Tier Two would be the same as under the current rule.\33\
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\33\ See Notice, supra note 3, at 74117.
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Proposal To Adjust Entitlements of Currently Listed Companies After
January 1
Pursuant to the proposed rule change, if a U.S. issuer or non-U.S.
company completes a corporate action during the course of a calendar
year for which its eligibility for services is being determined and
that corporate action increases the number of shares it has
outstanding, the Exchange would calculate its outstanding shares
immediately after such corporate action and determine whether it has
become eligible to receive Tier One or Tier Two services.\34\ If
eligible, the Exchange would offer such services for the remainder of
that calendar year, with such eligibility commencing as of the
beginning of the following calendar month.\35\ The following is a
summary of how a listed company would be able to become eligible to
receive Tier One or Tier Two services upon approval of this proposal:
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\34\ See id. at 74117-18.
\35\ See id. at 74118.
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[cir] A company can become eligible for Tier One or Tier Two
services for a full calendar year starting on January 1 if it meets the
applicable shares outstanding requirement as of September 30 of the
preceding calendar year.
[cir] A company that does not meet the applicable shares
outstanding requirement as of September 30 of the preceding calendar
year will still be eligible for services for a full calendar year if it
completes a corporate action between October 1 and December 31 that
increases the number of shares it has outstanding and the Exchange,
upon calculating the company's outstanding shares as of December 31,
determines that it has become eligible to receive Tier One or Tier Two
services. If eligible, the Exchange will offer such services as of
January 1 of the succeeding year.
[cir] If a company qualifies to be eligible for Tier One or Tier
Two services during the course of a calendar year as set forth in the
paragraph immediately above, it will receive the services for which it
has become eligible for the remainder of that calendar year starting on
the first day of the first calendar month after its eligibility has
been determined.\36\
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\36\ See Amendment No. 1, supra note 4, at 5.
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Period of Eligibility for Whistleblower Services
The Exchange currently provides all listed issuers with
complimentary access to whistleblower hotline services (with a
commercial value of approximately $4,000 annually) for a period of 24
calendar months.\37\ The Exchange proposes to extend this period of
eligibility to 48 months.\38\
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\37\ See Notice, supra note 3, at 74118.
\38\ See id.
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III. Discussion and Commission's Findings
The Commission has carefully reviewed the proposed rule change and
finds that it is consistent with the requirements of Section 6 of the
Act.\39\ Specifically, the Commission believes it is consistent with
the provisions of Sections 6(b)(4) and 6(b)(5) of the Act,\40\ in
particular, in that it is designed to provide for the equitable
allocation of reasonable dues, fees, and other charges among Exchange
members, issuers, and other persons using the Exchange's facilities,
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers. Moreover, the Commission believes that
the proposed rule change is consistent with Section 6(b)(8) of the Act
\41\ in that it does not impose any burden on competition not necessary
or appropriate in furtherance of the purposes of the Act.
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\39\ 15 U.S.C. 78f. In approving this proposed rule change, the
Commission has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
\40\ 15 U.S.C. 78f(b)(4) and (5).
\41\ 15 U.S.C. 78f(b)(8).
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The Commission believes that the proposed changes to (i) amend the
complimentary products and services it offers to companies, (ii) allow
a currently listed U.S. issuer or non-U.S. company to receive Tier One
or Tier Two services if it becomes eligible following a corporate
action during the calendar year at the beginning of the following
month, and (iii) increase the period that all issuers receive access to
whistleblower hotline services from 24 months to 48 months are
appropriate and consistent with the Act. The Commission believes that
the Exchange is responding to competitive pressures in the market for
listings in making this proposal.\42\ The Exchange represents that the
market for new listings and for the retention and transfer of listed
companies is competitive and the Commission understands that the
Exchange competes, in part, by offering complimentary services to
companies.\43\ In addition, the Commission believes that the proposal
reflects the current competitive environment for exchange listings
among national securities exchanges and does not impose any burden on
competition not necessary or appropriate in furtherance of the purposes
of the Act, consistent with Section 6(b)(8) of the Act.\44\
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\42\ See Securities Exchange Act Release No. 65127 (Aug. 12,
2011), 76 FR 51449 (Aug. 18, 2011) (SR-NYSE-2011-20) (``2011
Approval Order''). The Exchange states that products and services
discussed herein are provided by third-party vendors. In its
proposal, the Exchange states that issuers are not forced or
required to use the complimentary products and services and some
issuers have selected competing products and services. See Notice,
supra note 3, at 74118.
\43\ See Notice, supra note 3, at 74118-19.
\44\ 15 U.S.C. 78f(b)(8).
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The Commission has previously found that the package of
complimentary services offered to issuers is equitably allocated among
issuers consistent with Section 6(b)(4) of the Act.\45\ The Commission
notes that all listed companies will continue to receive some level of
free services and that, within each tier, all issuers will continue to
be offered the exact same package of services, for the same period of
time.\46\ Given that under the proposal, Eligible Current Listings,
Eligible New Listings, and Eligible Transfer Companies within each tier
will continue to be offered the same complimentary products and
services \47\ for the same period of time, the Commission continues to
believe that the package of complimentary services
[[Page 8890]]
is equitably allocated among issuers consistent with Section 6(b)(4) of
the Act \48\ and the rule does not unfairly discriminate between
issuers consistent with Section 6(b)(5) of the Act.\49\
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\45\ See 2011 Approval Order, supra note 42, 76 FR at 51452. See
also Exchange Act Release No. 76127 (Oct. 9, 2015), 80 FR 62584,
62587 (Oct. 15, 2015) (SR-NYSE-2015-36) (``2015 Approval Order'').
\46\ See infra note 51 and accompanying text.
\47\ The Commission notes that Eligible New Listings and
Eligible Transfers that qualify for Tier A and Eligible Current
Listings that qualify for Tier One will be eligible to choose
different levels of services from the different categories, subject
to a maximum overall value of services used. See supra notes 25 and
27 and accompanying text. The Commission believes that this approach
will provide companies with greater flexibility while providing that
all qualified companies within a tier are entitled to receive the
same dollar value of services.
\48\ 15 U.S.C. 78f(b)(4).
\49\ 15 U.S.C. 78f(b)(5).
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The Commission also believes that the ability of companies to
qualify for Tier One or Tier Two services during the course of a
calendar year if the company has a corporate action that increases its
number of shares and receive those services on a prorated basis for the
balance of that calendar year is consistent with the Act. The
Commission notes that those companies would need to satisfy the same
eligibility requirements as companies that are already receiving the
services of the applicable tier. Additionally, the Commission believes
that it is appropriate for the Exchange to offer varying services to
different categories of issuers.\50\ The Commission has previously
found that the tiers originally established under the corporate
products and services rule was consistent with the Act,\51\ and the
Exchange has represented that there is not ``any significant change in
the overall value of the services to which any company would be
entitled (with the exception that it is proposed that all issuers would
going forward be entitled to 48 months of whistleblower services with
an approximate annual value of $4,000, rather than 24 months of
services as is currently the case)'' under the proposed rule.\52\
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\50\ For example, under the proposal, companies receiving
services under Tier One and Tier A will be eligible for three new
products and services as described above. See supra notes 20-22.
\51\ See 2011 Approval Order, supra note 42. In particular, the
2011 Approval Order states that while not all issuers receive the
same level of services, NYSE has stated that trading volume and
market activity are related to the level of services that the listed
companies would use in the absence of complimentary arrangements.
The Commission found, among other things, that ``. . . the products
and services and their commercial value are equitably allocated
among issuers consistent with Section 6(b)(4) of the Act, and the
rule does not unfairly discriminate between issuers consistent with
Section 6(b)(5) of the Act.'' See id. at 51452. The Commission also
previously found that expanding the complimentary products and
services offered to some tiers but not others was justified, in
part, based on the different-sized companies within each tier and
the amount of services they needed. See Securities Exchange Act
Release No. 70971 (Dec. 3, 2013), 78 FR 73905 (Dec. 9, 2013).
\52\ See Amendment No. 1, supra note 4, at 4.
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Further, the Commission believes that describing in the Exchange's
rules the products and services available to listed companies, their
associated values, and the length of time for which issuers are
entitled to receive such services adds greater transparency to the
Exchange's rules and to the fees applicable to listed companies and
will ensure that individual listed companies are not given specially
negotiated packages of products or services to list, or remain listed,
which would raise unfair discrimination issues under the Act.\53\ In
addition, the Commission believes that it is reasonable, and in fact
required by Section 19(b) of the Act, that the Exchange amend its rules
to update the products and services it offers to Eligible Current
Listings, Eligible Transfer Companies, and Eligible New Listings,
including the time periods for which such products and services are
offered and the commercial value of such products and services. This
provides greater transparency to the Exchange's rules and the fees, and
the value of free products and services, applicable to listed
companies.
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\53\ See 2015 Approval Order, supra note 45, 80 FR at 62587. The
Commission notes that the Exchange also stated that no other company
will be required to pay higher fees as a result of the proposal and
that providing the proposed services will have no impact on the
resources available for its regulatory programs. See Notice, supra
note 3, at 74118.
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Based on the foregoing, the Commission believes that the Exchange
has provided a sufficient basis for amending the products and services
offered to Eligible New Listings, Eligible Transfer Companies, and
Eligible Current Listings, allowing a currently listed U.S. issuer or
non-U.S. company to receive Tier One or Tier Two services if it becomes
eligible following a corporate action during the calendar year at the
beginning of the following month, and increasing the period of time
that all issuers receive complimentary access to whistleblower hotline
services from 24 months to 48 months, and that these changes are
consistent with Section 6(b)(4) of the Act.\54\ The Commission also
continues to believe that the rule does not unfairly discriminate
between issuers, consistent with Section 6(b)(5) of the Act.\55\
Finally, the Commission believes that the proposal does not impose any
burden on competition not necessary or appropriate in furtherance of
the purposes of the Act, consistent with Section 6(b)(8) of the
Act.\56\
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\54\ 15 U.S.C. 78f(b)(4).
\55\ 15 U.S.C. 78f(b)(5).
\56\ 15 U.S.C. 78f(b)(8).
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IV. Solicitation of Comments on Amendment No. 1
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change, as modified by Amendment No. 1, 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#4331362f266e202c2e2e262d3730033026206d242c35"><span class="__cf_email__" data-cfemail="e99b9c858cc48a8684848c879d9aa99a8c8ac78e869f">[email protected]</span></a>. Please include
File No. SR-NYSE-2021-68 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 No. SR-NYSE-2021-68. These file
numbers 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 changes that are filed
with the Commission, and all written communications relating to the
proposed rule changes 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 filings also will be available
for inspection and copying at the principal office of the Exchanges.
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 No. SR-NYSE-2021-68 and should be
submitted on or before [insert date 21 days from publication in the
Federal Register].
V. Accelerated Approval of Proposed Rule Change, as Modified by
Amendment No. 1
The Commission finds good cause, pursuant to Section 19(b)(2) of
the Act, to approve the proposed rule change, as modified by Amendment
No. 1, prior to the 30th day after the date of publication of Amendment
No. 1 in the Federal Register. As discussed above, in
[[Page 8891]]
Amendment No. 1, the Exchange generally clarifies, among other things,
(i) the ability of companies to qualify for Tier One or Tier Two
services during the course of a calendar year and (ii) the products and
services the Exchange offers to Eligible New Listings, Eligible
Transfer Companies, and Eligible Current Listings, including a
description of new products and services and updated value of the
products and services.\57\ The Commission believes that these revisions
merely provide clarity to the proposed rule change and do not raise any
new or novel issues. Accordingly, the Commission finds good cause for
approving the proposed rule change, as modified by Amendment No. 1, on
an accelerated basis, pursuant to Section 19(b)(2) of the Act.\58\
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\57\ See Amendment No. 1, supra note 4.
\58\ 15 U.S.C. 78s(b)(2).
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VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\59\ that the proposed rule change (SR-NYSE-2021-68), as modified
by Amendment No. 1, be, and it hereby is, approved on an accelerated
basis.
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\59\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\60\
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\60\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-03280 Filed 2-15-22; 8:45 am]
BILLING CODE 8011-01-P
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</html>Indexed from Federal Register on February 16, 2022.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.