Notice2023-16110
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing of Proposed Rule Change To Create a New, Non-Trading Limited Membership Class and Impose Related Requirements for Principal Underwriting Activity
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
July 31, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
<html>
<head>
<title>Federal Register, Volume 88 Issue 145 (Monday, July 31, 2023)</title>
</head>
<body><pre>
[Federal Register Volume 88, Number 145 (Monday, July 31, 2023)]
[Notices]
[Pages 49508-49512]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-16110]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-97985; File No. SR-NASDAQ-2023-022]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing of Proposed Rule Change To Create a New, Non-Trading
Limited Membership Class and Impose Related Requirements for Principal
Underwriting Activity
July 25, 2023.
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 July 12, 2023, 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.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to create a new, non-trading limited
membership class and impose related requirements for principal
underwriting activity, as described further below. 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 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 amend the Exchange's
Rules to create a new, limited membership class for those underwriters
seeking only to perform underwriting activity as the principal
underwriter on the Exchange \3\ (and not seeking access to trade via
the Nasdaq Market Center) and require a company applying for initial
listing in connection with a transaction involving an underwriter to
have a principal underwriter \4\ that is a member or limited member of
Nasdaq.
---------------------------------------------------------------------------
\3\ ``Principal underwriter'' will have the same definition used
in Rule 405 promulgated under the Securities Act of 1933
(``Securities Act''): an underwriter in privity of contract with the
issuer of the securities as to which he is underwriter. Such
definition provides that the term ``issuer'' in the definition of
``principal underwriter'' has the meaning given in Sections 2(4) and
2(11) of the Securities Act. 17 CFR 230.405.
\4\ The Exchange proposes to apply the requirements herein to a
principal underwriter (defined as an underwriter in privity of
contract with the issuer of the securities as to which he is
underwriter) because the definition of principal underwriter points
to the lead underwriter, who is generally responsible for organizing
the offering, including tasks such as determining allocation of
shares and the offering price, in conjunction with the issuer.
Although offerings may require more than one underwriter, or a group
of underwriters known as an underwriting syndicate, the Exchange
proposes to focus on the lead underwriters given the substantial
role they typically play in the offering process.
---------------------------------------------------------------------------
Specifically, the Exchange proposes to amend its General Rules to:
(i) add a definition of ``Limited Underwriting Member'' to General 1,
Section 1; (ii) add a new, limited underwriting
[[Page 49509]]
membership to General 3, Section 1031; and (iii) provide an exemption
from registration for certain investment banking representatives
associated solely with Limited Underwriting Members in General 4,
Section 1230, as described below. Finally, the Exchange proposes to
amend Equity 7, Section 10 to exempt Limited Underwriting Members from
being assessed a trading rights fee. In addition, the Exchange proposes
to amend Rule 5210 of the Listing Rules to impose a requirement that
each Company applying for initial listing in connection with a
transaction involving an underwriter have a principal underwriter that
is a Member or Limited Underwriting Member.
Background
In the fall of 2022, Nasdaq observed instances of unusually high
price spikes immediately following the pricing of certain initial
public offerings (IPOs) on the Exchange and other national securities
exchanges, mostly with respect to small-cap companies whose offerings
were less than $25 million. In many instances, the IPO securities that
were the subject of these extreme price spikes then experienced equally
dramatic price declines to a level at or below the offering price.
These extreme price spikes may occur in the opening trade on an
exchange, or in continuous trading on the day of, or days immediately
following, the listing.
Underwriters play a critical role as gatekeepers to the capital
markets in connection with the trading of newly issued securities.
Unusual price volatility following IPOs of certain small-cap issuers
highlights the essential role underwriters play. Nasdaq relies on
underwriters to select the selling syndicate and ensure that the shares
are placed in a way that is reasonably designed to allow liquid
trading, consistent with Nasdaq's listing requirements, and the
successful introduction of the company to the marketplace. In a recent
Equity Regulatory Alert,\5\ Nasdaq highlighted the important role of
underwriters as gatekeepers in the IPO process and the applicability of
market rules and the federal securities laws. The Financial Industry
Regulatory Authority (FINRA) and the New York Stock Exchange (NYSE)
published similar alerts at the same time.\6\ In Nasdaq's Equity
Regulatory Alert, the Exchange also noted:
---------------------------------------------------------------------------
\5\ <a href="https://www.nasdaqtrader.com/MicroNews.aspx?id=ERA2022-9">https://www.nasdaqtrader.com/MicroNews.aspx?id=ERA2022-9</a>.
\6\ <a href="https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-interpretations/2022/NYSER_Reg_Memo_-_Regulatory_Scrutiny_in_Connection_with_IPOs_">https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-interpretations/2022/NYSER_Reg_Memo_-_Regulatory_Scrutiny_in_Connection_with_IPOs_</a>(2022.11.17_final).pdf;
<a href="https://www.finra.org/rules-guidance/notices/22-25">https://www.finra.org/rules-guidance/notices/22-25</a>.
---------------------------------------------------------------------------
Nasdaq members, as well as the members of other self-regulatory
organizations, that underwrite IPOs, and that play other roles in the
offering process, should expect a heightened focus when an IPO
experiences unusual price movements. Nasdaq Regulation will continue to
investigate to determine whether such members have complied with
applicable rules designed to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, and
to protect investors and the public interest. Areas of focus will
include suspected manipulation and, beyond manipulation, whether the
members are complying with their obligation to observe high standards
of commercial honor and just and equitable principles of trade pursuant
to Nasdaq Rule General 9, Section 1(a). That rule sets forth a standard
intended to encompass a wide variety of conduct that may operate as an
injustice to investors or other participants in the marketplace.\7\
---------------------------------------------------------------------------
\7\ Supra note 5.
---------------------------------------------------------------------------
Notwithstanding the important role of underwriters, Nasdaq does not
currently require underwriters of companies that are going public on
the Exchange to be Members of the Exchange. As such, Nasdaq does not
have authority to require responses to investigative inquiries or to
enforce its Rules directly against non-member underwriters.\8\
---------------------------------------------------------------------------
\8\ Nasdaq does, however, have broad discretionary authority
over the initial and continued listing of securities in Nasdaq in
order to maintain the quality of and public confidence in its
market, to prevent fraudulent and manipulative acts and practices,
to promote just and equitable principles of trade, and to protect
investors and the public interest. The Exchange may request
information from companies that are going public on the Exchange.
The Exchange may also request information from non-Member
underwriters, but they are not required to respond to these
requests. As described further below, this proposal would provide
the Exchange with authority to directly obtain information from
Limited Underwriting Members, whether pre or post-IPO.
---------------------------------------------------------------------------
Nasdaq proposes creating a new, limited membership class and
requiring underwriters involved in Nasdaq-listed IPOs to be Members or
Limited Underwriting Members in order to serve as a principal
underwriter of an IPO on the Exchange. By creating a new, limited
membership class, Nasdaq would provide those firms seeking only to
perform principal underwriting activity on the Exchange (and not
seeking access to trade via the Nasdaq Market Center) the option of
selecting a membership that is less burdensome (i.e., to become a
Limited Underwriting Member rather than a Member).\9\
---------------------------------------------------------------------------
\9\ A revised Membership Application is attached [sic] as
Exhibit 3, in which Nasdaq proposes to add a category for Limited
Underwriting Members and clarify that Limited Underwriting Members
are not subject to the requirement to provide an NSCC account
number.
---------------------------------------------------------------------------
Proposed Changes to Listing Rules
The proposed rule change primarily impacts membership rules and
other non-listing rules, which would apply to the underwriters
themselves. However, as part of the proposal, Nasdaq would impose a new
requirement in its Listing Rules at 5210(l), requiring each Company
applying for initial listing in connection with a transaction involving
an underwriter to have a principal underwriter that is a Member or
Limited Underwriting Member of Nasdaq. In proposed Rule 5210(l), the
Exchange would also specify that ``principal underwriter'' shall have
the same definition used in Rule 405 promulgated under the Securities
Act.\10\ The rule would cross reference the definition of ``Limited
Underwriting Member,'' which is proposed to be added at General 1,
Section 1, and would define Limited Underwriting Member to mean a
broker or dealer admitted to limited underwriting membership in Nasdaq.
---------------------------------------------------------------------------
\10\ Supra note 3.
---------------------------------------------------------------------------
Proposed Changes to General Rules
Within its General Rules, the Exchange proposes to amend General 1
(General Provisions), General 3 (Membership and Access), and General 4
(Registration Requirements).
The Exchange proposes to add the definition of ``Limited
Underwriting Member'' to General 1, Section 1 (Definitions). As noted
above, the Exchange proposes to define Limited Underwriting Member to
mean a broker or dealer admitted to limited underwriting membership in
Nasdaq.
The Exchange proposes to add the new category of membership to
General 3, Section 1031, within which the Exchange proposes to include
information about persons eligible to become Limited Underwriting
Members, Limited Underwriting Member access to the Exchange, and rules
applicable to Limited Underwriting Members.
The Exchange would specify in General 3, Section 1031(a), that (i)
any registered broker or dealer shall be eligible for limited
underwriting membership in the Exchange, except such registered brokers
or dealers as are excluded under paragraph (b) of Rule 1002; \11\ and
(ii) any person shall be
[[Page 49510]]
eligible to become an Associated Person of a Limited Underwriting
Member, except such persons as are excluded under paragraph (b) of Rule
1002.\12\ Proposed Rule 1031(a) is consistent with the existing rules
for persons eligible to become Members and Associated Persons in
General 3, Rule 1002(a).
---------------------------------------------------------------------------
\11\ In relevant part, General 3, Section 1002(b) provides that,
subject to certain exceptions, no registered broker or dealer shall
be admitted to membership, and no Member shall be continued in
membership, if such broker, dealer, or Member fails or ceases to
satisfy the qualification requirements established by the Rules, or
if such broker, dealer, or Member is or becomes subject to a
statutory disqualification, or if such broker, dealer, or Member
fails to file such forms as may be required in accordance with such
process as the Exchange may prescribe.
\12\ In relevant part, General 3, Section 1002(b) provides that,
subject to such exceptions as may be explicitly provided elsewhere
in the Rules, no person shall become associated with a Member,
continue to be associated with a Member, or transfer association to
another Member, if such person fails or ceases to satisfy the
qualification requirements established by the Rules, or if such
person is or becomes subject to a statutory disqualification; and no
broker or dealer shall be admitted to membership, and no Member
shall be continued in membership, if any person associated with it
is ineligible to be an Associated Person under this subsection.
---------------------------------------------------------------------------
The Exchange proposes to state, in General 3, Section 1031(b) that
(i) a limited underwriting membership provides no rights to transact on
the Exchange and (ii) a limited underwriting membership is solely to
allow a firm that is not otherwise a Member to serve as a principal
underwriter for a Company seeking to list on the Exchange, pursuant to
Rule 5210(l).
Nasdaq proposes applying a limited ruleset to this newly proposed
limited membership class.\13\ Specifically, the Exchange proposes to
apply only the following rules to Limited Underwriting Members: General
1 (General Provisions); General 2 (Organization and Administration),
with the exception of Sections 6(a) and 22; General 3 (Membership and
Access); General 4 (Registration Requirements); General 5 (Discipline),
with the exception of Rules 8211 and 9557; General 9 (Regulation),
Sections 1 and 20; and Equity 7, Section 10 (Pricing Schedule,
Membership Fees). The Exchange would specify the aforementioned rules
applicable to this new membership class in General 3, Section
1031(c)(1). With the proposal, the Exchange aims to apply only those
rules it deems appropriate to a firm serving as a principal
underwriter, including those rules it deems critical to such firms.
---------------------------------------------------------------------------
\13\ Members of the Exchange, unlike Limited Underwriting
Members, are subject to all of the Exchange's Rules (which includes
the limited ruleset applicable to the newly proposed limited
membership class).
---------------------------------------------------------------------------
The Exchange proposes to apply General 1 to Limited Underwriting
Members because General 1 provides defined terms that would be
applicable to Limited Underwriting Members and, as explained above, the
proposed rule change would also add a definition (``Limited
Underwriting Member'') to General 1.
The Exchange proposes to apply General 2 (with the exception of
Sections 6(a) and 22) to Limited Underwriting Members because General 2
relates to organization and administration including requirements
surrounding fees, limitations on affiliations, and a requirement for an
executive representative, among other obligations. The Exchange
proposes to specifically exclude General 2, Sections 6(a) and Section
22. General 2, Section 6(a) states that General Equity and Options
Rules and Equity Rules shall apply to all members and persons
associated with a member, which is not accurate in the case of Limited
Underwriting Members. General 2, Section 22 relates to Sponsored
Participants and client access to the Nasdaq Market Center via a
Member, which is not applicable to underwriting activity.
The Exchange also proposes to subject Limited Underwriting Members
to General 3 because General 3 contains membership rules, including an
obligation to follow specified procedures for applying to be a member,
making changes to membership, or terminating membership. As described
herein, the proposed rule change would also add additional details
regarding the limited underwriting membership to General 3, Rule 1031.
The Exchange proposes to apply General 4 to Limited Underwriting
Members, which includes registration requirements that are applicable
to Limited Underwriting Members. The proposal would also add an
exemption within General 4, as described below.
The Exchange believes it is critical to subject Limited
Underwriting Members to General 5 (with the exception of Rules 8211 and
9557), which contains the Exchange's disciplinary rules.\14\ Notably,
General 5, Rule 8210 provides the Exchange with authority to require
information from Exchange Members. The Exchange proposes to
specifically exclude General 5, Rule 8211 and Rule 9557. Rule 8211
relates to members submission of trade data. Rule 9557 relates to
procedures for regulating activities under General 9, Sections 40 and
41, which incorporate FINRA Rules 4110 and 4120, which relate to FINRA
carrying or clearing members. Therefore, Rule 8211 and Rule 9557 are
not relevant to underwriting activity.
---------------------------------------------------------------------------
\14\ General 5, Rule 8001 provides that the Exchange and FINRA
are parties to the FINRA Regulatory Contract (often referred to as a
Regulatory Services Agreement (``RSA'')) pursuant to which FINRA has
agreed to perform certain functions described in the Exchange's
Rules on behalf of the Exchange. The Exchange does not anticipate
that the proposed rule change would have any material impact on the
current RSA.
---------------------------------------------------------------------------
The Exchange also believes it is important to subject Limited
Underwriting Members to General 9, Section 1 which includes general
standards by which Members must abide. Specifically, of importance,
General 9, Section 1(a) requires Members to observe just and equitable
principles of trade. General 9, Section 20 requires Members to
establish and maintain a system to supervise the activities of each
registered representative and associated person that is reasonably
designed to achieve compliance with applicable securities laws and
regulations and with applicable Nasdaq rules. The Exchange believes it
is important to apply this provision on supervision as it would provide
the Exchange with authority to assess whether a Limited Underwriting
Member has an adequate supervisory system and written supervisory
procedures in place.
Finally, the Exchange proposes to include Equity 7, Section 10 to
Limited Underwriting Members because this section includes the
membership and application fees applicable to Limited Underwriting
Members. The Exchange proposes to avoid applying all those Exchange
rules not specified in proposed General 3, Section 1031(c)(1) to
Limited Underwriting Members in an effort to impose minimal burden on
Limited Underwriting Members, while still allowing the Exchange to have
regulatory authority over such members. Furthermore, the Exchange
believes that the Exchange's rules that Limited Underwriting Members
would not be subject to under the proposal primarily relate to trading
activity and are, therefore, not relevant to the activities of Limited
Underwriting Members.
The Exchange proposes to include language in General 3, Section
1031(c)(1) providing that, for purposes of interpreting and applying
the rules to Limited Underwriting Members, references to ``Member,''
``Members,'' or ``membership'' shall be functionally equivalent to
``Limited Underwriting Member,'' ``Limited Underwriting Members,'' or
``limited underwriting membership'' respectively. The Exchange also
proposes to include a
[[Page 49511]]
requirement, in General 3, Section 1031(c)(2), that Limited
Underwriting Members and their Associated Persons shall at all times be
members of FINRA.\15\
---------------------------------------------------------------------------
\15\ Limited Underwriting Members would, therefore, be eligible
to waive-in to Exchange membership, as provided for in General 3,
Section 1013(b). Prospective Limited Underwriting Members would need
to submit a membership application (see supra note 9) in which they
would select ``Waive-In Membership'' for the application type and
``Limited Underwriting Member of NQX'' for the nature of intended
activity. For ``waive-in'' applicants, the Exchange relies
substantially upon FINRA's determination to approve the applicant
for FINRA membership when the Exchange evaluates the applicant for
Exchange membership.
---------------------------------------------------------------------------
Finally, the Exchange proposes to exempt persons associated solely
with a Limited Underwriting Member whose functions are related solely
and exclusively to underwriting and who are registered with FINRA as an
Investment Banking Representative \16\ from the requirement to register
with the Exchange. The Exchange proposes to add such exemption to
General 4, Section 1230(4).
---------------------------------------------------------------------------
\16\ In FINRA Rule 1220(b)(5), FINRA describes the requirement
for representatives to register as an ``Investment Banking
Representative'' if his or her activities in the investment banking
or securities business of a member involve: (i) advising on or
facilitating debt or equity securities offerings through a private
placement or a public offering, including but not limited to
origination, underwriting, marketing, structuring, syndication, and
pricing of such securities and managing the allocation and
stabilization activities of such offerings, or (ii) advising on or
facilitating mergers and acquisitions, tender offers, financial
restructurings, asset sales, divestitures or other corporate
reorganizations or business combination transactions, including but
not limited to rendering a fairness, solvency or similar opinion.
---------------------------------------------------------------------------
Proposed Change to Equity Rules
The Exchange proposes to exempt Limited Underwriting Members from
the trading rights fee of $1,250 per month that is normally charged to
Members because such Limited Underwriting Members would not be eligible
to trade on the Exchange. Accordingly, the Exchange proposes to add
language to Equity 7, Section 10(a) to specify that Limited
Underwriting Members would not be charged the monthly trading rights
fee. Limited Underwriting Members would be subject to a $2,000
application fee (per Equity 7, Section 10(b)) and a $3,000 yearly
membership fee (per Equity 7, Section 10(a)).
Implementation
The Exchange would designate the proposed changes to be operative
60 days after publication of the Commission's approval order of SR-
NASDAQ-2023-022 in the Federal Register. This delay will allow time for
firms involved with upcoming IPOs to become Limited Underwriting
Members, if they choose, and for companies planning IPOs to select
alternative underwriters if their current firm is not, and does not
intend to become, a Member or Limited Underwriting Member.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\17\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\18\ in particular, in that it is designed to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and, in general to protect investors and the public
interest, by strengthening Nasdaq's ability to carry out its oversight
responsibilities. It is also consistent with Section 6(b)(7) of the Act
in that it provides for a fair procedure for prohibiting or limiting
any person with respect to access to services offered by the Exchange
or a Member thereof.\19\ As discussed above, the proposal would create
a new, limited membership class for those firms seeking only to perform
activity as the principal underwriter of an IPO on the Exchange (and
not seeking access to trade via the Nasdaq Market Center) and require a
company applying for initial listing in connection with a transaction
involving an underwriter to have a principal underwriter that is a
member or limited member of Nasdaq. The Exchange would apply specified
rules to Limited Underwriting Members, as explained above. Such rules
include general provisions and standards, membership and access rules,
organization and administration rules, registration requirements,
disciplinary rules, and certain fees. Creating this new membership
class and subjecting principal underwriters to such specified rules
supports fair and orderly markets, which protects investors and the
public interest, consistent with Section 6(b)(5) of the Act. Notably,
the proposal would subject Limited Underwriting Members to Nasdaq's
disciplinary rules, which provides Nasdaq authority to require
information from such underwriters (per General 5, Rule 8210), as well
as other general rules, including the requirement to observe just and
equitable principles of trade (per General 9, Section 1(a)) and the
requirement to establish and maintain a system to supervise the
activities of registered representatives and associated persons (per
General 9, Section 20). Nasdaq believes that imposing these Nasdaq
rules, as well as the other rules included in proposed Rule 1031(c)(1),
on principal underwriters will strengthen Nasdaq's ability to carry out
its oversight responsibilities and deter potential violative conduct,
such as fraud or manipulation, thereby protecting investors and the
public interest.
---------------------------------------------------------------------------
\17\ 15 U.S.C. 78f(b).
\18\ 15 U.S.C. 78f(b)(5).
\19\ 15 U.S.C. 78f(b)(7).
---------------------------------------------------------------------------
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. The proposed changes to the
Listing Rules will apply equally to all similarly situated companies
applying for initial listing in connection with a transaction involving
an underwriter on the Exchange. Likewise, the proposed changes to the
General and Equity Rules, including to the membership rules, will apply
equally to all similarly situated Applicants and Members and they will
confer no relative advantage or disadvantage upon any category of
Exchange Applicant or Member. Although the Exchange proposes to subject
Limited Underwriting Members to a limited set of rules, the limited
underwriting membership does not confer the same benefits as a standard
Exchange membership. Namely, a Limited Underwriting Member would not be
permitted to transact on the Nasdaq Market Center. Therefore, applying
a limited ruleset to Limited Underwriting Members is justified. All
Limited Underwriting Members would be subject to the same specified
rules, as noted above. Moreover, the Exchange does not expect that its
proposal will have an adverse impact on competition among exchanges for
members. The Exchange believes the proposed rule changes, overall, will
strengthen the Exchange's ability to carry out its role and
responsibilities as a self-regulatory organization and deter potential
violative conduct. As such, 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.
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.
[[Page 49512]]
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission shall: (a) by order approve
or disapprove such proposed rule change, or (b) institute proceedings
to determine whether the proposed rule change should be 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="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#9ae8eff6ffb7f9f5f7f7fff4eee9dae9fff9b4fdf5ec"><span class="__cf_email__" data-cfemail="087a7d646d256b6765656d667c7b487b6d6b266f677e">[email protected]</span></a>. Please include
file number SR-NASDAQ-2023-022 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-2023-022. 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="https://www.sec.gov/rules/sro.shtml">https://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
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We
may redact in part or withhold entirely from publication submitted
material that is obscene or subject to copyright protection. All
submissions should refer to file number SR-NASDAQ-2023-022 and should
be submitted on or before August 21, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\20\
---------------------------------------------------------------------------
\20\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2023-16110 Filed 7-28-23; 8:45 am]
BILLING CODE 8011-01-P
</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>Indexed from Federal Register on July 31, 2023.
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.