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Notice2022-06186

Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To Modify and Expand the Package of Products and Services Provided to Companies and Clarify Existing Practice Under Rule 14.602

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Published

March 24, 2022

Issuing agencies

Securities and Exchange Commission

Full Text

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<title>Federal Register, Volume 87 Issue 57 (Thursday, March 24, 2022)</title>
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[Federal Register Volume 87, Number 57 (Thursday, March 24, 2022)]
[Notices]
[Pages 16800-16804]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-06186]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94465; File No. SR-LTSE-2021-08]

Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.;
Notice of Filing of Amendment No. 1 and Order Granting Accelerated
Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To
Modify and Expand the Package of Products and Services Provided to
Companies and Clarify Existing Practice Under Rule 14.602

March 18, 2022.

I. Introduction

On December 2, 2021, Long-Term Stock Exchange, Inc. (``LTSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to modify and expand the package of products and
services provided to Companies and clarify existing practice under
Exchange Rule 14.602 with respect to providing Company-specific web
pages on the Exchange's website in connection with listing on the
Exchange. The proposed rule change was published for comment in the
Federal Register on December 21, 2021.\3\ On February 3, 2022, pursuant
to Section 19(b)(2) of the Act,\4\ the

[[Page 16801]]

Commission designated a longer period within which to approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to disapprove the proposed rule
change.\5\ On March 9, 2022, the Exchange filed Amendment No. 1 to the
proposed rule change, which replaced and superseded the proposed rule
change in its entirety.\6\ The Commission has received no comments on
the proposed rule change. This order provides notice of the filing of
Amendment No. 1 to the proposed rule change, and grants approval to 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. 93787 (December 15,
2021), 86 FR 72296 (December 21, 2021) (``Notice'').
\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 94140 (January 19,
2022), 87 FR 7521 (February 9, 2022). The Commission designated
March 21, 2022, as the date by which the Commission shall approve or
disapprove, or institute proceedings to determine whether to
disapprove, the proposed rule change.
\6\ In Amendment No. 1 to the proposed rule change, the
Exchange: (i) Removed provisions related to a proposed optional
credit for certain products and services utilized by Companies prior
to listing on the Exchange; (ii) proposed timelines for Companies
(whether newly or currently listed Companies) to exercise their
option to request and commence receiving certain complimentary
products and services offered by the Exchange; (iii) added
justification for offering such products and services to currently
listed Companies; and (iv) made minor technical changes to improve
the clarity of the proposed rule change. Amendment No. 1 is
available on the Commission's website at <a href="https://www.sec.gov/comments/sr-ltse-2021-08/srltse202108-20119645-272512.pdf">https://www.sec.gov/comments/sr-ltse-2021-08/srltse202108-20119645-272512.pdf</a>.
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II. Description of the Proposed Rule Change, as Modified by Amendment
No. 1

\7\ See Amendment No. 1, supra note 6, at 3. ``Company'' means
the issuer of a security listed or applying to list on the Exchange.
For purposes of Chapter 14 of the LTSE Rules, the term ``Company''
includes an issuer that is not incorporated, such as, for example, a
limited partnership. See Exchange Rule 14.002(a)(5).
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Currently, in connection with a Company's approval for listing, the
Exchange offers complimentary promotional services (including press
releases, articles, videos, and podcasts) and invites the Company to
participate in listing ceremonies.\8\ According to LTSE, as part of
these promotional services, the Exchange provides each listed Company
with a dedicated section on the Exchange's website featuring
information about the Company, including publicly available data and
links to each Company's long-term policies.\9\ The Exchange first
proposes to clarify under Exchange Rule 14.602 that such Company-
specific web pages are included as part of the Exchange's complimentary
promotional services in connection with listing on the Exchange.\10\
The Exchange also proposes to offer these services on an ongoing basis
to listed Companies at no charge, in a manner generally consistent with
what was done at the time of initial listing.\11\ The Exchange states
that these ongoing promotional services could be discontinued at the
Company's discretion at any time.\12\ According to the Exchange, these
services have a retail value of approximately $5,000 per year.\13\
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\8\ See Exchange Rule 14.602; Amendment No. 1, supra note 6, at
6-7. See also Release No. 91054 (February 3, 2021), 86 FR 8812
(February 9, 2021) (SR-LTSE-2020-22) (Notice of Filing of Amendment
No. 1 and Order Granting Accelerated Approval of a Proposed Rule
Change, as Modified by Amendment No. 1, To Adopt Rule 14.602 Related
to Promotional Services and Listing Ceremonies for Listed
Companies). Each Company may elect whether or not to receive these
services or whether or not to participate in any listing ceremonies.
See Exchange Rule 14.602.
\9\ See Amendment No. 1, supra note 6, at 6-7. Exchange Rule
14.425(a) requires Companies to adopt and publish various ``Long-
Term Policies,'' which must be consistent with certain principles
articulated in Exchange Rule 14.425(b). See id. at 9 n.12.
\10\ See proposed Exchange Rule 14.602(a); Amendment No. 1,
supra note 6, at 6-7.
\11\ See proposed Exchange Rule 14.602(b); Amendment No. 1,
supra note 6, at 6-7. According to the Exchange, as is the case with
the current promotional services, all updates to Company-specific
web pages on the Exchange's website would be managed by an
affiliate, LTSE Services, Inc. (``LTSE Services''), subject to
review and approval by the Exchange and the listed Company. See
Amendment No. 1, supra note 6, at 5, 7.
\12\ See Amendment No. 1, supra note 6, at 12.
\13\ See id. at 7. The Exchange states that this retail value is
based on market rate estimates by LTSE Services. See id. at 7 n.10.
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Next, the Exchange proposes to provide each listed Company with
complimentary ``Capital Market Reports'' on an ongoing basis.\14\ The
Exchange states that these Capital Market Reports would provide
tailored investor and capital markets insights and analytics that are
relevant to each listed Company and its market sector, including a
summary evaluation of the Company's current institutional investor base
that provides specific metrics analyzing the Environmental, Social, and
Governance (``ESG'') profile of each underlying institutional investor,
and would highlight investor behavior and provide insights on their
likely strategic priorities so that Companies can better understand
their current status.\15\ The Capital Markets Reports would be issued
periodically, at a minimum of one report and at most four reports each
calendar year.\16\ The Exchange states that the Capital Markets Reports
could be discontinued at the Company's discretion at any time.\17\
According to the Exchange, an annual subscription to the Capital
Markets reports has a retail value of approximately $5,000 per year on
a flat fee basis, regardless of the number of reports issued.\18\
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\14\ See proposed Exchange Rule 14.602(b); Amendment No. 1,
supra note 6, at 7. These Capital Markets Reports would be provided
by LTSE Services. See Amendment No. 1, supra note 6, at 7.
\15\ See Amendment No. 1, supra note 6, at 7-8.
\16\ See id. at 7.
\17\ See id. at 12.
\18\ See id. at 8. The Exchange states that this retail value is
based on market rate estimates by LTSE Services. See id. at 8 n.11.
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Lastly, the Exchange proposes to provide each listed Company with
up to one year of complimentary Capital Market Solutions (``CM
Solutions'').\19\ According to the Exchange, CM Solutions has two
components: (i) The Investor Alignment Solution; and (ii) the Long-Term
Investor Platform (``LTIP'').\20\
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\19\ See proposed Exchange Rule 14.602(b); Amendment No. 1,
supra note 6, at 8. CM Solutions would be provided by LTSE Services.
See id. Amendment No. 1, supra note 6, at 8.
\20\ See id. Amendment No. 1, supra note 6, at 8.
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The Exchange states that the Investor Alignment Solution would
provide recipient Companies with detailed institutional investor
analytics and insights into investor behavior to enable them to
evaluate the behaviors of select investors and provide them with a
deeper understanding of the ESG landscape and their positioning, with
LTSE Services analyzing the ESG profile of institutional investors in
order to understand and identify relevant sources of capital to aid the
Company in honing and achieving strategic priorities, deploying a
highly-experienced, multi-disciplinary team to support this long-term
governance and capital markets strategy.\21\ According to the Exchange,
the Investor Alignment Solution has a retail value of approximately
$150,000 per year.\22\
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\21\ See id. at 8-9.
\22\ See id. at 9. The Exchange states this retail value
reflects LTSE Services' current price list. See id. at 9 n.13.
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The Exchange states that the LTIP is a platform that would provide
listed Companies with a means to upload and effectively manage and use
their registered shareholder data received from their transfer
agent.\23\ Registered shareholders are listed directly on the records
of an issuer or the issuer's

[[Page 16802]]

transfer agent under their own names.\24\ Because their ownership of
shares is listed on records maintained by the issuer or its transfer
agent, registered shareholders have a direct relationship with the
issuer.\25\ Relatedly, Exchange Rule 14.208 requires that (subject to
certain exceptions) all securities listed on the Exchange must be
eligible for a ``Direct Registration Program'' operated by a clearing
agency registered under Section 17A of the Act,\26\ defined as any
program by a Company (directly or through its transfer agent) whereby a
shareholder may have securities registered in the shareholder's name on
the books of the Company or its transfer agent without the need for a
physical certificate to evidence ownership.\27\ In this regard, the
Exchange states that the primary means by which shareholders become
registered shareholders is through the Direct Registration System
(``DRS'') operated by the Depository Trust Company (``DTC'').\28\
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\23\ See id. at 10.
\24\ See Securities Exchange Act Release No. 76743 (December 22,
2015), 80 FR 81947, 81957 (December 31, 2015) (File No. S7-27-15).
\25\ See Securities Exchange Act Release No. 62495 (July 14,
2010), 75 FR 42981, 42985 (June 22, 2010) (File No. S7-14-10).
\26\ See Amendment No. 1, supra note 6, at 10.
\27\ See Exchange Rule 14.002(a)(8).
\28\ See Amendment No. 1, supra note 6, at 10.
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According to the Exchange, the LTIP would allow Companies to more
easily track, analyze, and utilize registered shareholder data in
support of their investor relations, strategic initiatives, board
review, and governance functions.\29\ As part of the LTIP, the Exchange
states that LTSE Services would also assist Companies with methods of
outreach to and education of existing or potential investors regarding
the process for becoming a registered shareholder, including the need
for an investor to work with their broker-dealer to complete a
submission to the ``DRS Profile System'' maintained by the DTC.\30\
According to the Exchange, the LTIP has a retail value of approximately
$150,000 per year if purchased on an individual basis.\31\
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\29\ See id. at 10-11. The Exchange states that registered
shareholder information in LTIP is proprietary to the Company and
viewable only by the Company and its authorized agents. See id. at
11 n.18.
\30\ See id. at 11. The Exchange states that any outreach to
existing or potential investors would be entirely at the discretion
of the Company and would be conducted exclusively by the Company,
and that no personnel from LTSE Services or the Exchange would have
any role in communicating with investors on behalf of the Company.
Based on customer demand, the LTIP would also provide a means for a
Company to communicate with registered shareholders who choose to
participate via the Company's LTIP account. See id. at 11 n.19.
\31\ See id. at 11. The Exchange states that this retail value
reflects LTSE Services' current price list. See id. at 11 n.20.
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The Exchange proposes that newly and currently listed Companies
would have the option of receiving CM Solutions on a complimentary
basis for a continuous one-year term.\32\ A newly listed Company that
wishes to receive the complimentary CM Solutions would be required to
request and commence receiving the CM Solutions within 90 days of its
initial listing date.\33\ A currently listed Company that wishes to
receive the complimentary CM Solutions would be required to request and
commence receiving the CM Solutions within 90 days of the effectiveness
of this proposed rule change.\34\ The start date for the continuous
complimentary one-year period for both newly and currently listed
Companies would begin on the date of first use by a Company, subject to
the 90-day periods noted above, as applicable.\35\ At the end of the
one-year complimentary period for CM Solutions, Companies could choose
to renew these services on a contractual basis with LTSE Services and
pay for them in the regular course, or discontinue them.\36\ If a
Company ceases to be listed on the Exchange, the complimentary CM
Solutions would end as of the date of de-listing, even if less than a
one-year period has elapsed.\37\
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\32\ See proposed Exchange Rule 14.602(b)(2); Amendment No. 1,
supra note 6, at 11. The Exchange states that Companies may elect to
receive either the Investor Alignment Solution, the LTIP, or both
during this complimentary one-year period. However, these services
cannot be utilized during separate one-year periods on a
complimentary basis. See Amendment No. 1, supra note 6, at 12.
\33\ See proposed Exchange Rule 14.602(b)(2)(a); Amendment No.
1, supra note 6, at 11.
\34\ See proposed Exchange Rule 14.602(b)(2)(b); Amendment No.
1, supra note 6, at 11.
\35\ See proposed Exchange Rule 14.602(b)(2); Amendment No. 1,
supra note 6, at 11.
\36\ See Amendment No. 1, supra note 6, at 12.
\37\ See id.
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The Exchange states that Companies are not required to use the
products and services proposed above as a condition of listing, and may
choose not to avail themselves of any of these products and services or
only a subset of them.\38\ If a listed Company chooses to discontinue
receiving any of these products or services, the Exchange states that
there would be no effect on the Company's continued listing on the
Exchange.\39\ Moreover, the Exchange represents that no listed Company
will be required to pay higher fees as a result of this proposed rule
change; that providing the proposed products and services will have no
impact on the resources available for the Exchange's regulatory
programs; and that no confidential trading or regulatory information
generated or received by the Exchange will be shared with LTSE Services
or leveraged for the provision of its products and services.\40\
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\38\ See id.
\39\ See id.
\40\ See id. at 12-13.
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III. Discussion and Commission Findings

The Commission has carefully reviewed the proposed rule change, as
modified by Amendment No. 1, and finds that it is consistent with the
requirements of Section 6 of the Act.\41\ Specifically, the Commission
finds that the proposal is consistent with Sections 6(b)(4) \42\ and
6(b)(5) of the Act \43\ in particular, in that the proposed rule 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 finds that the proposal is consistent with
Section 6(b)(8) of the Act \44\ 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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\41\ 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).
\42\ 15 U.S.C. 78f(b)(4).
\43\ 15 U.S.C. 78f(b)(5).
\44\ 15 U.S.C. 78f(b)(8).
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The Exchange proposes to modify and expand the package of products
and services provided to Companies and clarify existing practice under
Exchange Rule 14.602 with respect to providing Company-specific web
pages on the Exchange's website in connection with listing on the
Exchange. The Commission believes that by describing and clarifying in
its Rules the complimentary products and services available to listed
Companies, the Exchange is adding greater transparency to its rules and
the fees applicable to such Companies.\45\ This will help to ensure
that individual listed Companies are not given specially negotiated
packages of products and services to list

[[Page 16803]]

or remain listed that would raise unfair discrimination issues under
the Act.
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\45\ The Commission views complimentary products and services
provided by exchanges to listed companies as a discount on the
ultimate listing fees paid by such companies. See, e.g., Securities
Exchange Act Release Nos. 91054 (February 3, 2021), 86 FR 8812
(February 9, 2021) (order approving SR-LTSE-2020-22); 81872 (October
13, 2017), 82 FR 48733 (October 19, 2017) (order approving SR-IEX-
2017-20); 65127 (August 12, 2011), 76 FR 51449 (August 18, 2011)
(order approving SR-NYSE-2011-20); and 65963 (December 15, 2011), 76
FR 79262 (December 21, 2011) (order approving SR-NASDAQ-2011-122).
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Moreover, the Commission notes the Exchange's representations that
the proposed complimentary products and services will be offered to all
listed Companies on the same terms and conditions without
differentiation.\46\ In this respect, the Commission notes that the
Exchange would offer all currently and newly listed Companies
complimentary periodic Capital Markets Reports and Company-specific web
page updates on the Exchange's website on an ongoing basis.\47\ All
currently and newly listed Companies would also be provided the same
one-year term of complimentary CM Solutions to be utilized at their
discretion, provided such complimentary services are requested and
commenced within the 90-day periods noted above, as applicable.\48\
According to the Exchange, these 90-day opt-in periods for newly and
currently listed Companies offer them sufficient flexibility and
autonomy in requesting and commencing receiving CM Solutions.\49\ The
Commission believes that these timeframes would provide only a short
window of time to allow companies to avail themselves of these
complimentary products and services, and notes that these timeframes
would only be available to Companies that have already determined to
list or are already listed on the Exchange.\50\ Accordingly, the
Commission believes that the proposed rule change, as modified by
Amendment No. 1, is consistent with the requirements of the Act and, in
particular, that the services are equitably allocated among issuers
consistent with Section 6(b)(4) of the Act,\51\ and the rule does not
unfairly discriminate between issuers consistent with Section 6(b)(5)
of the Act.\52\
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\46\ See Amendment No. 1, supra note 6, at 15-16.
\47\ See proposed Exchange Rule 14.602(b)(1).
\48\ See Amendment No. 1, supra note 6, at 15.
\49\ See id. at 11-12.
\50\ The Commission expects the Exchange to track the start (and
end) date of each free service.
\51\ 15 U.S.C. 78f(b)(4).
\52\ 15 U.S.C. 78f(b)(5).
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The Commission also acknowledges that the Exchange is responding to
competitive pressures in the market for listings in making this
proposal. Specifically, according to LTSE, the Exchange expects to face
competition as a new entrant in the market for exchange listings, and
it believes the complimentary products and services that it proposes to
offer to listed companies will facilitate LTSE's ability to attract and
retain listings.\53\ In addition, the Exchange states that comparable
complimentary products and services are already provided by other
listing exchanges.\54\ Accordingly, the Commission believes that the
proposed rule change, as modified by Amendment No. 1, reflects the
current competitive environment for exchange listings among national
securities exchanges, and is appropriate and consistent with Section
6(b)(8) of the Act.\55\
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\53\ See Amendment No. 1, supra note 6, at 13-15.
\54\ See id. at 16-17. See also New York Stock Exchange LLC
Listed Company Manual Section 907 and The Nasdaq Stock Market LLC
Rule IM-5900-7.
\55\ 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 whether 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#89fbfce5eca4eae6e4e4ece7fdfac9faeceaa7eee6ff"><span class="__cf_email__" data-cfemail="0371766f662e606c6e6e666d7770437066602d646c75">[email&#160;protected]</span></a>. Please include
File No. SR-LTSE-2021-08 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-LTSE-2021-08. The 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 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 such 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 publicly available. All submissions
should refer to File No. SR-LTSE-2021-08 and should be submitted on or
before April 14, 2022.

V. Accelerated Approval of Proposed Rule Change, as Modified by
Amendment No. 1

The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 1, prior to the thirtieth day
after the date of publication of notice of the amended proposal in the
Federal Register. As discussed above, in Amendment No. 1, the Exchange:
(i) Removed provisions related to a proposed optional credit for
certain products and services utilized by Companies prior to listing on
the Exchange; (ii) proposed timelines for Companies (whether newly or
currently listed Companies) to exercise their option to request and
commence receiving certain complimentary products and services offered
by the Exchange; (iii) added justification for offering such products
and services to currently listed Companies; and (iv) made minor
technical changes to improve the clarity of the proposed rule change.
The Commission believes that these changes will help to ensure that
individual listed Companies are not given specially negotiated packages
of products and services to list or remain listed, as well as to ensure
that the services are equitably allocated among issuers consistent with
Section 6(b)(4) of the Act \56\ and that the proposed rule change does
not unfairly discriminate between issuers consistent with Section
6(b)(5) of the Act.\57\ In addition, Amendment No. 1 does not alter any
substantive provisions of the remaining parts of the proposed rule
change from what is set forth in the Notice, which was subject to a
full comment period. Accordingly, the Commission finds good cause,
pursuant to Section 19(b)(2) of the Act,\58\ to approve the proposed
rule change, as modified by Amendment No. 1, on an accelerated basis.
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\56\ 15 U.S.C. 78f(b)(4).
\57\ 15 U.S.C. 78f(b)(5).
\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-LTSE-2021-08), as modified
by Amendment No. 1,

[[Page 16804]]

be, and hereby is, approved on an accelerated basis.
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\59\ 15 U.S.C. 78s(b)(2).
\60\ 17 CFR 200.30-3(a)(12).

For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\60\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-06186 Filed 3-23-22; 8:45 am]
BILLING CODE 8011-01-P

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