Notice2024-03101
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Listing Rules 5815 and 5820 To Modify the Deadline To Submit the Required Fee for a Hearing Request and To Remove Obsolete Language
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
February 15, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 32 (Thursday, February 15, 2024)</title>
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[Federal Register Volume 89, Number 32 (Thursday, February 15, 2024)]
[Notices]
[Pages 11886-11887]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-03101]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-99512; File No. SR-NASDAQ-2024-004]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Listing Rules 5815 and 5820 To Modify the Deadline To Submit the
Required Fee for a Hearing Request and To Remove Obsolete Language
February 9, 2024.
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 January 30, 2024, 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 and
II, below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Listing Rules 5815 and 5820 to
modify the deadline to submit the required fee for a hearing request
and to remove obsolete language.
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 align the deadline to
request a hearing contained in Rule 5815(a)(1) with the deadline to
submit the hearing fee in Rule 5815(a)(3) so that both requirements are
seven calendar days. Under the current rule, a company must request a
hearing within seven calendar days of a Staff Delisting Determination,
Public Reprimand Letter, or written denial of an initial listing
application, but is allowed 15 calendar days to submit the required
hearing fee. The extended period to submit the hearing fee was adopted
originally to allow time for companies to mail checks for the payment.
However, technology has become more efficient, and companies now can
easily and inexpensively submit the required payment by wire or other
electronic means, so there is no longer a need to wait for checks to be
mailed and received. As such, Nasdaq proposes to modify the rule to
require payment of the required $20,000 hearing fee within seven
calendar days of the Staff Delisting Determination, Public Reprimand
Letter, or written denial of an initial listing application to reflect
the ease and speed with which
[[Page 11887]]
payments may be made by wire or other electronic means. The change also
will avoid circumstances where a company benefits from remaining listed
for an additional eight calendar days after a hearing request is made
due to a Staff Delisting Determination if the required fee is not ever
submitted.\3\
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\3\ Rule 5815(a)(2) provides that if a company fails to timely
request a hearing to review a Delisting Determination, the Hearings
Department will take action to suspend trading of the securities and
follow procedures to delist the securities. Delisting will also
commence if a timely hearing request is made but the required fee is
not paid timely.
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The proposed rule change would also remove from Rules 5815(a)(3)
and 5820(a) obsolete language that describes the fees applicable for
hearings before a Hearings Panel and appeals to the Listing Council
requested before February 10, 2023.
The proposed rule change will become operative for Staff Delisting
Determinations, Public Reprimand Letters, or written denials of an
initial listing application issued after March 1, 2024. This will help
assure that all affected companies have timely notification of the
change in the deadline to submit the fee.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\4\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\5\ 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 shortening the current 15-day deadline for the hearing fee payments
to align with the seven-day window for a company to request a hearing.
This change reflects the ease and speed with which payments may be made
by wire or other electronic means. This also will avoid circumstances
where a company benefits from remaining listed for an additional eight
calendar days after a hearing request is made for review of a Staff
Delisting Determination if the required fee is not ever submitted.\6\
The proposed change to eliminate obsolete language from the rules will
have no substantive impact but will enhance the readability of the
Exchange's rulebook.
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\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78f(b)(5).
\6\ See footnote 3, supra.
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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 because the proposal does not
have a competitive impact. The proposal merely aligns the time to
request a hearing with the time to pay the required fee, with both
being seven calendar days, and improves the readability of the
Exchange's rulebook by removing obsolete language that is no longer
applicable. Each of these changes will affect all listed companies in
the same manner and will have no impact on intramarket competition. In
addition, the proposed rule change relates only to Nasdaq's review
process and will have no impact on intermarket competition because
other markets are free to structure their review processes as they see
fit.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \7\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\8\
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\7\ 15 U.S.C. 78s(b)(3)(A)(iii).
\8\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings to
determine whether the proposed rule should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="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#4735322b226a24282a2a222933340734222469202831"><span class="__cf_email__" data-cfemail="790b0c151c541a1614141c170d0a390a1c1a571e160f">[email protected]</span></a>. Please include
file number SR-NASDAQ-2024-004 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-2024-004. 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-2024-004 and should
be submitted on or before March 7, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-03101 Filed 2-14-24; 8:45 am]
BILLING CODE 8011-01-P
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