Notice2023-22035
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Create a New, Non-Trading Limited Underwriter 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
October 4, 2023
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 88 Issue 191 (Wednesday, October 4, 2023)</title>
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[Federal Register Volume 88, Number 191 (Wednesday, October 4, 2023)]
[Notices]
[Pages 68726-68730]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2023-22035]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-98659; File No. SR-NASDAQ-2023-022]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Order
Instituting Proceedings To Determine Whether To Approve or Disapprove a
Proposed Rule Change To Create a New, Non-Trading Limited Underwriter
Membership Class and Impose Related Requirements for Principal
Underwriting Activity
September 29, 2023.
I. Introduction
On July 12, 2023, The Nasdaq Stock Market LLC (``Nasdaq'' 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 create a new, non-trading limited underwriter
membership class and impose related requirements for principal
underwriting activity in connection with a company applying for initial
listing on the exchange with a transaction involving an underwriter.
The proposed rule change was published for comment in the Federal
Register on July 31, 2023.\3\ On September 12, 2023, pursuant to
Section 19(b)(2) of the Exchange Act,\4\ the 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\ The
Commission has received no comment letters on the proposed rule change.
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \6\ to determine whether to approve or
disapprove the proposed rule change.
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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. 97985 (July 25,
2023), 88 FR 49508 (July 31, 2023) (``Notice'').
\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 99366, 88 FR 63999
(September 18, 2023). The Commission designated October 29, 2023, as
the date by which the Commission shall approve or disapprove, or
institute proceedings to determine whether to approve or disapprove,
the proposed rule change.
\6\ 15 U.S.C. 78s(b)(2)(B).
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II. Description of the Proposed Rule Change
Nasdaq states in its proposal that it recently issued an Equity
Regulatory Alert \7\ that highlighted the important role of
underwriters as gatekeepers in the initial public offerings (``IPO'')
process and the applicability of market rules and the federal
securities laws.\8\ Nasdaq states that notwithstanding the important
role of underwriters, the Exchange does not currently require
underwriters of companies that are going pubic on the Exchange to be
Exchange members.\9\
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\7\ <a href="https://www.nasdaqtrader.com/MicroNews.aspx?id=ERA2022-9">https://www.nasdaqtrader.com/MicroNews.aspx?id=ERA2022-9</a>.
\8\ Nasdaq also described that it had observed instances in the
Fall of 2022 of unusually high price spikes immediately following
the pricing of certain IPOs on the Exchange, mostly with respect to
small-cap companies whose offerings were less than $25 million. The
IPOs that were the subject of these extreme price spikes then
experienced equally dramatic price declines to a level at or below
the offering price. See Notice, supra note 3, 88 FR at 49509.
\9\ See Nasdaq General Rules, General 1, Section 1(b)(11) for
the definition of ``member'' or ``Nasdaq Member''.
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Nasdaq therefore is proposing to amend its rules to create a new,
limited membership class for those underwriters seeking only to perform
underwriting activity as the principal underwriter on the Exchange \10\
(and not seeking access to trade via the Nasdaq Market Center) and to
require a company applying for initial listing in connection with a
transaction involving an underwriter to have a principal
[[Page 68727]]
underwriter \11\ that is a member or limited member of Nasdaq.\12\
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\10\ Under the proposal ``Principal underwriter'' is defined as
having the same definition used in Rule 405 promulgated under the
Securities Act of 1933 (``Securities Act''). Rule 405 under the
Securities Act states that the term principal underwriter means 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.
\11\ 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.
\12\ See Notice, supra note 3, 88 FR at 49508.
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The Exchange proposes to amend its General Rules to add a
definition of ``Limited Underwriting Member'' to General 1, Section 1,
add rules concerning a new, limited underwriting membership to General
3, Section 1031; \13\ and provide an exemption from registration for
certain investment banking representatives associated solely with
Limited Underwriting Members in General 4, Section 1230.\14\ The
Exchange is also proposing 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.\15\
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\13\ Proposed General 3, Section 1031, among other things, sets
forth the only rules, with certain exceptions, that Limited
Underwriting Members and their associated persons would be subject
to under the Exchange's rules. In addition, Proposed General 3,
Section 1031(c), among other things, requires Limited Underwriting
Members and their Associated Persons to be members of FINRA. See
note 48, infra, and accompanying text.
\14\ See Notice, supra note 3, 88 FR at 49508-09.
\15\ Id. at 49509. The Exchange states that the proposed rule
change primarily impacts membership rules and other non-listing
rules, which would apply to the underwriters themselves. Id.
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As part of the proposal, as stated above, 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.\16\ In proposed Nasdaq 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.\17\
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\16\ Id.
\17\ Id. See also note 8, supra. Proposed Nasdaq Rule 5210(1)
also cross references Proposed General 1, Section 1(b) that is
described below.
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Within its General Rules, as described in more detail below, the
Exchange is proposing 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) and defines Limited
Underwriting Member to mean a broker or dealer admitted to limited
underwriting membership in Nasdaq.\18\
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\18\ Id. See also Proposed Nasdaq Rule General 1, Section 1(b).
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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.\19\
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\19\ Id. See also Proposed Nasdaq Rule General 3, Section
1031(a).
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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; \20\ and
(ii) any person shall be eligible to become an Associated Person of a
Limited Underwriting Member, except such persons as are excluded under
paragraph (b) of Rule 1002.\21\ The Exchange states in its proposal
that 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).\22\
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\20\ Id. 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. See also Proposed Nasdaq Rule
General 3, Section 1031(a). Under Proposed General 3(c)(2) Limited
Underwriter Members and their associated persons must also be a
member of FINRA at all times.
\21\ Id. at 49510. The Exchange states in its proposal that 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. Id.
\22\ Id.
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Further, proposed General 3, Section 1031(b) states 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, pursuant to the requirement in Rule 5210(l), for a Company
applying to list on the Exchange.\23\
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\23\ Id.
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The Exchange states that it is proposing to apply a limited ruleset
to its newly proposed limited membership class.\24\ Specifically, in
proposed Nasdaq Rule General 3, Section 1031(c)(1) the Exchange is
proposing to apply only the following rules to Limited Underwriting
Members with certain exceptions: 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).\25\ The
Exchange would specify the aforementioned rules applicable to this new
membership class in General 3, Section 1031(c)(1).\26\ The Exchange
states that with the proposal, it ``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.'' \27\
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\24\ Id. 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). Id.
\25\ Id.
\26\ Id.
\27\ Id.
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The Exchange states that it 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.\28\
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\28\ Id.
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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
[[Page 68728]]
obligations.\29\ The Exchange proposes to specifically exclude General
2, Sections 6(a) \30\ and Section 22.\31\
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\29\ Id.
\30\ 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 the Exchange states is not
accurate in the case of Limited Underwriting Members. Id.
\31\ Id. General 2, Section 22 relates to Sponsored Participants
and client access to the Nasdaq Market Center via a Member, which
the Exchange states is not applicable to underwriting activity.
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The Exchange also states that it is proposing 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.\32\ The proposed rule change would also add additional
details regarding the limited underwriting membership to Proposed
General 3, Rule 1031.\33\
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\32\ Id.
\33\ Id.
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The Exchange proposes to apply General 4 to Limited Underwriting
Members, which includes registration requirements that are applicable
to Limited Underwriting Members.\34\ However, the Exchange is also
proposing, in proposed General 4, Section 1230(4), to exempt from the
requirement to register, with the Exchange, those persons associated
solely with a Limited Underwriting Member whose functions are related
solely and exclusively to underwriting if such persons are registered
with FINRA as an Investment Banking Representative.\35\
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\34\ Id.
\35\ Id at 49511. 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.
Id.
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Under the proposal, the rules in General 5 will apply to Limited
Underwriter Members with two exceptions. The Exchange stated its belief
that 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.\36\ In particular, Nasdaq states that
General 5, Rule 8210 provides the Exchange with authority to require
information from Exchange Members.\37\ The Exchange proposes to
specifically exclude General 5, Rule 8211 and Rule 9557.\38\ Rule 8211
relates to members submission of trade data and 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.\39\ The Exchange stated that it does not
believe that Rule 8211 and Rule 9557 are relevant to underwriting
activity.\40\
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\36\ Id at 49510. 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 states that it does not anticipate that the proposed rule
change would have any material impact on the current RSA. Id.
\37\ Id at 49511.
\38\ Id.
\39\ Id.
\40\ Id.
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The Exchange proposes to require Limited Underwriting Members to
comply with only two sections of General 9: Sections 1 and 20. The
Exchange stated that it believes it is important to subject Limited
Underwriting Members to General 9, Section 1 which includes general
standards by which Members must abide.\41\ In particular, General 9,
Section 1(a) requires Members to observe just and equitable principles
of trade.\42\ Additionally, the proposal would require Limited
Underwriting Members to comply with General 9, Section 20 which
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.\43\
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\41\ Id.
\42\ Id.
\43\ Id. The Exchange stated that it believes it is important to
apply General 9, Section 20 because 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. Id.
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The Exchange also 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.\44\ However, because Limited Underwriting Members would not be
able to trade on the Exchange, the Exchange is proposing to add
language to Equity 7, Section 10(a) to specify that Limited
Underwriting Members would not be charged the monthly trading rights
fee.\45\ Limited Underwriting Members would be subject to a $2,000
application fee under Equity 7, Section 10(b) and a $3,000 yearly
membership fee under Equity 7, Section 10(a).\46\
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\44\ Id.
\45\ Id.
\46\ Id.
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The Exchange states that it 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.\47\
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\47\ Id. The Exchange also states generally that it believes the
rules that Limited Underwriting Members would not be subject to
under its proposal primarily relate to trading activity so therefore
in its view are not relevant.
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The Exchange also proposes to include a requirement, in General 3,
Section 1031(c)(2), that Limited Underwriting Members and their
Associated Persons shall at all times be members of FINRA.\48\ The
Exchange also has proposed to add to General 3, Section 1031(c)(1)
language stating that for purposes of interpreting and applying the
rules set forth in the proposal and described above that apply 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.\49\
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\48\ Id at 49510-11. 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. Id.
\49\ Id at 49510.
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Lastly, 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.\50\ The Exchange stated
that it believes 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
[[Page 68729]]
Member or Limited Underwriting Member.\51\
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\50\ Id. at 49511.
\51\ Id.
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III. Proceedings to Determine Whether to Approve or Disapprove SR-
NASDAQ-2023-022 and Grounds for Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \52\ to determine whether the proposed rule
change should be approved or disapproved. Institution of such
proceedings is appropriate at this time in view of the legal and policy
issues raised by the proposed rule change. Institution of proceedings
does not indicate that the Commission has reached any conclusions with
respect to any of the issues involved. Rather, as described below, the
Commission seeks and encourages interested persons to provide
additional comment on the proposed rule change to inform the
Commission's analysis of whether to approve or disapprove the proposed
rule change.
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\52\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\53\ the Commission is
providing notice of the grounds for disapproval under consideration. As
described above, the Exchange has proposed to create a new, non-
trading, limited underwriter membership class and impose related
requirements for principal underwriting activity in connection with a
company applying for initial listing on the Exchange with a transaction
involving an underwriter. The Commission is instituting proceedings to
allow for additional analysis of, and input from commenters with
respect to, the proposed rule change's consistency with the Act, and in
particular, Section 6(b)(5) of the Act, which requires, among other
things, that the rules of a national securities exchange be designed to
prevent fraudulent and manipulative acts and practices, 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; and are
not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.\54\
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\53\ Id.
\54\ 15 U.S.C. 78f(b)(5).
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Specifically, the Commission believes there are questions as to
whether there is sufficient information and justification in the
proposal as to those rules that are being excluded from applying to
Limited Underwriter Members as well as those rules that the Exchange
proposes to make applicable to Limited Underwriter Members. The
Commission therefore believes that there are questions as to whether
the Exchange has provided sufficient information to demonstrate that
the proposal is consistent with Section 6(b)(5) of the Act.\55\
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\55\ Id.
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Under the Commission's Rules of Practice, the ``burden to
demonstrate that a proposed rule change is consistent with the Exchange
Act and the rules and regulations issued thereunder . . . is on the
self-regulatory organization [`SRO'] that proposed the rule change.''
\56\ The description of a proposed rule change, its purpose and
operation, its effect, and a legal analysis of its consistency with
applicable requirements must all be sufficiently detailed and specific
to support an affirmative Commission finding,\57\ and any failure of an
SRO to provide this information may result in the Commission not having
a sufficient basis to make an affirmative finding that a proposed rule
change is consistent with the Exchange Act and the applicable rules and
regulations.\58\
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\56\ Rule 700(b)(3), Commission Rules of Practice, 17 CFR
201.700(b)(3).
\57\ Id.
\58\ Id.
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For these reasons, the Commission believes it is appropriate to
institute proceedings pursuant to Section 19(b)(2)(B) of the Exchange
Act \59\ to determine whether the proposal should be approved or
disapproved.
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\59\ 15 U.S.C. 78s(b)(2)(B).
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IV. Procedure: Request for Written Comments
The Commission requests that interested persons provide written
submissions of their data, views, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposed rule change
is consistent with Sections 6(b)(5) or any other provision of the Act,
or the rules and regulations thereunder. Although there do not appear
to be any issues relevant to approval or disapproval that would be
facilitated by an oral presentation of data, views, and arguments, the
Commission will consider, pursuant to Rule 19b-4 under the Act,\60\ any
request for an opportunity to make an oral presentation.\61\
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\60\ 17 CFR 240.19b-4.
\61\ Section 19(b)(2) of the Act, as amended by the Securities
Acts Amendments of 1975, Public Law 94-29 (Jun. 4, 1975), grants to
the Commission flexibility to determine what type of proceeding--
either oral or notice and opportunity for written comments--is
appropriate for consideration of a particular proposal by a self-
regulatory organization. See Securities Acts Amendments of 1975,
Senate Comm. on Banking, Housing & Urban Affairs, S. Rep. No. 75,
94th Cong., 1st Sess. 30 (1975).
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Interested persons are invited to submit written data, views, and
arguments regarding whether the proposed rule change should be approved
or disapproved by October 25, 2023. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
November 8, 2023. The Commission asks that commenters address the
sufficiency of the Exchange's statements in support of the proposal, in
addition to any other comments they may wish to submit about the
proposed rule change.
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#f587809990d8969a9898909b8186b5869096db929a83"><span class="__cf_email__" data-cfemail="1664637a733b75797b7b737862655665737538717960">[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
[[Page 68730]]
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 to File Number
SR-NASDAQ-2023-022 and should be submitted by October 25, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\62\
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\62\ 17 CFR 200.30-3(a)(57).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-22035 Filed 10-3-23; 8:45 am]
BILLING CODE 8011-01-P
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