Notice2024-18474
Self-Regulatory Organizations; New York Stock Exchange LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Amend Section 703.12(II) of the NYSE Listed Company Manual To Expand the Circumstances Under Which Rights May Be Listed on the NYSE
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
August 19, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 160 (Monday, August 19, 2024)</title>
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[Federal Register Volume 89, Number 160 (Monday, August 19, 2024)]
[Notices]
[Pages 67120-67124]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-18474]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-100720; File No. SR-NYSE-2024-23]
Self-Regulatory Organizations; New York Stock Exchange LLC; Order
Instituting Proceedings To Determine Whether To Approve or Disapprove a
Proposed Rule Change To Amend Section 703.12(II) of the NYSE Listed
Company Manual To Expand the Circumstances Under Which Rights May Be
Listed on the NYSE
August 13, 2024.
I. Introduction
On April 29, 2024, the New York Stock Exchange LLC (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission''), pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'' or ``Exchange Act'') \1\ and Rule 19b-4
thereunder,\2\ a proposed rule change to amend Section 703.12(II) of
the NYSE Listed Company Manual (``Manual'') to expand the circumstances
under which rights may be listed on the NYSE by allowing issuers to (i)
issue rights to more than existing shareholders for a class of
securities that is listed or to be listed on the Exchange, and (ii)
list and trade rights on the Exchange prior to listing the security
into which such rights will be exercisable. The proposed rule change
was published for comment in the Federal Register on May 15, 2024.\3\
On June 26, 2024, pursuant to Section 19(b)(2) of the 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
[[Page 67121]]
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. 100102 (May 10,
2024), 89 FR 42543 (Notice of Filing of Proposed Rule Change to
Amend Section 703.12(II) of the NYSE Listed Company Manual to Expand
the Circumstances Under Which Rights May Be Listed on the NYSE)
(``Notice'').
\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 100437, 89 FR 54894
(July 2, 2024). The Commission designated August 13, 2024, 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
The Exchange proposes to amend Section 703.12(II) of the Manual to
expand the circumstances under which rights may be listed on the NYSE.
First, the Exchange proposes allowing issuers to issue rights to more
than existing shareholders for a class of securities that is listed or
to be listed on the Exchange. Currently, under Section 703.12(II) of
the Manual, the term ``rights'' refers to the privilege offered to
holders of record of issued equity securities to subscribe for
additional securities of the same class. Consistent with the current
rights listing requirements, the Exchange states that rights traded on
the Exchange have been limited to granting existing shareholders the
right to subscribe for additional shares of a listed class of equity
securities that such shareholders already hold.\7\ The Exchange
proposes to amend Section 703.12(II) to provide that the term
``rights'' will refer to the privilege offered recipients of such
rights to subscribe for shares of a class of securities (whether or not
equity securities) of such issuer that is listed or to be listed on the
Exchange, regardless of whether the recipients of the rights are
existing shareholders of record of such issuer.
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\7\ See Notice, supra note 3, at 42544.
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Second, the Exchange proposes allowing issuers to list and trade
rights on the Exchange prior to listing the security into which such
rights will be exercisable. Currently, under Section 703.12(II) of the
Manual, in order to be listed on the Exchange rights must be issued to
purchase or receive a security that is already listed on the Exchange
or that will be listed on the Exchange concurrent with the rights. The
Exchange proposes to expand the circumstances in which a right may be
listed to permit the listing of a right where the security into which
such right is exercisable will be listed on the Exchange \8\ upon
exercise of the rights and such exercise is pursuant to a registration
statement filed under the Securities Act of 1933 (a ``Securities Act
Registration Statement'') that has been declared effective by the
Commission prior to or simultaneous with the listing of such rights
(``Prospective Listing Rights''). Prospective Listing Rights would only
be eligible for listing if, at the time of initial listing, there are
(i) at least 1,000,000 Prospective Listing Rights issued, and (ii) at
least 400 public holders of round lots.\9\
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\8\ The security underlying a Prospective Listing Right must
satisfy the applicable initial listing standards set forth in
Section 102.00 or Section 103.00 of the Manual. See id.
\9\ For purposes of Section 703.12(II), ``Public holders''
excludes holders that are directors, officers, or their immediate
families and holders of other concentrated holdings of 10 percent or
more of the total outstanding shares.
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The Exchange will promptly initiate suspension and delisting
procedures with respect to such Prospective Listing Rights if it is
determined that (i) the security for which the Prospective Listing
Rights are exercisable will not be listed on the Exchange; (ii) the
market value of publicly-held shares of a series of Prospective Listing
Rights at any time is less than $4,000,000; or (iii) if the Prospective
Listing Rights remain outstanding at the time of the initial listing on
the Exchange of the securities into which such Prospective Listing
Rights are exercisable, the Prospective Listing Rights fail to meet all
of the initial listing requirements applicable to the listing of rights
other than Prospective Listing Rights. If the Exchange commences
delisting procedures with respect to Prospective Listing Rights, the
issuer of the Prospective Listing Rights will not be eligible to avail
itself of the provisions of Sections 802.02 and 802.03 of the Manual
and any such Prospective Listing Rights will be subject to delisting
procedures as set forth in Section 804.00 of the Manual.\10\
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\10\ Section 804.00 of the Manual provides procedures for a
listed company to appeal an Exchange staff determination to delist a
security.
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III. Proceedings To Determine Whether To Approve or Disapprove SR-NYSE-
2024-23 and Grounds for Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section
19(b)(2)(B) of the Act \11\ 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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\11\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\12\ the Commission is
providing notice of the grounds for disapproval under consideration.
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, with 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 foster cooperation and coordination with
persons engaged in regulating, clearing, settling, processing
information with respect to, and facilitating transactions in
securities, 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 not be designed to
permit unfair discrimination between customers, issuers, brokers, or
dealers.\13\
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\12\ Id.
\13\ 15 U.S.C. 78f(b)(5).
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The Commission has consistently recognized the importance of
national securities exchange listing standards. Among other things,
such listing standards help ensure that exchange-listed companies will
have sufficient public float, investor base, and trading interest to
provide the depth and liquidity necessary to promote fair and orderly
markets.\14\
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\14\ The Commission has stated in approving national securities
exchange listing requirements that the development and enforcement
of adequate standards governing the listing of securities on an
exchange is an activity of critical importance to the financial
markets and the investing public. In addition, once a security has
been approved for initial listing, maintenance criteria allow an
exchange to monitor the status and trading characteristics of that
issue to ensure that it continues to meet the exchange's standards
for market depth and liquidity so that fair and orderly markets can
be maintained. See, e.g., Securities Exchange Act Release Nos. 91947
(May 19, 2021), 86 FR 28169, 28172 n.47 (May 25, 2021) (SR-NASDAQ-
2020-057) (``Nasdaq 2021 Order''); 90768 (December 22, 2020), 85 FR
85807, 85811 n.55 (December 29, 2020) (SR-NYSE-2019-67) (``NYSE 2020
Order''); 82627 (February 2, 2018), 83 FR 5650, 5653 n.53 (February
8, 2018) (SR-NYSE-2017-30) (``NYSE 2018 Order''); 81856 (October 11,
2017), 82 FR 48296, 48298 (October 17, 2017) (SR-NYSE-2017-31);
81079 (July 5, 2017), 82 FR 32022, 32023 (July 11, 2017) (SR-NYSE-
2017-11). The Commission has stated that adequate listing standards,
by promoting fair and orderly markets, are consistent with Section
6(b)(5) of the Act, in that they are, among other things, designed
to prevent fraudulent and manipulative acts and practices, promote
just and equitable principles of trade, and protect investors and
the public interest. See, e.g., Nasdaq 2021 Order, 86 FR at 28172
n.47; NYSE 2020 Order, 85 FR at 85811 n.55; NYSE 2018 Order, 83 FR
at 5653 n.53; Securities Exchange Act Release Nos. 87648 (December
3, 2019), 84 FR 67308, 67314 n.42 (December 9, 2019) (SR-NASDAQ-
2019-059); 88716 (April 21, 2020), 85 FR 23393, 23395 n.22 (April
27, 2020) (SR-NASDAQ-2020-001).
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[[Page 67122]]
As described above, the Exchange proposes to substantially expand
the types of rights that may be listed on the Exchange to include
Prospective Listing Rights, which provide the right to subscribe for
any class of securities that is intended to be listed on the Exchange
in the future, and can be offered to anyone. Today, the Exchange's
listing rules limit the rights that may be listed on the Exchange to
those that provide the right to subscribe for a class of equity
securities that is already listed on the Exchange, or will be listed
concurrently with the rights, and are offered only to holders of record
of the same class of equity securities. The Commission has concerns
about whether the proposal is sufficiently designed to prevent
fraudulent and manipulative acts and practices, promote just and
equitable principles of trade, and protect investors and the public
interest, as required by Section 6(b)(5) of the Exchange Act.
The Exchange justifies its proposal by stating that the proposed
rule change would provide issuers ``greater flexibility in structuring
a rights offering as a capital raising tool.'' \15\ The Exchange also
believes that the requirement that there be an effective Securities Act
Registration Statement in relation to the exercise of the Prospective
Listing Rights prior to or simultaneous with their listing would
provide significant investor protections, by ensuring that investors
trading or exercising the Prospective Listing Rights have access to the
appropriate level of disclosure to enable them to make informed
investment decisions.\16\ The Exchange also points out that it will
promptly initiate suspension and delisting procedures with respect to
the Prospective Listing Rights if it is determined that the underlying
securities will not be listed on the Exchange (e.g., because the issuer
has determined to terminate the Prospective Listing Rights because the
transaction they were intended to fund has been terminated, or the
underlying securities are no longer eligible for listing), or if they
fail to meet its quantitative continued listing standards, such as the
requirement that the market value of publicly-held shares of a series
of Prospective Listing Rights be at least $4,000,000.\17\
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\15\ See Notice, supra note 3, at 42544.
\16\ See id. Prospective Listing Rights would also be subject to
Section 202.05 and 202.06 of the Manual, which would require
immediate disclosure of all material news. The Exchange believes
that the disclosure requirements would act as a significant
safeguard against illegal manipulation. See id. at 42545. In
addition, the Exchange believes that such Securities Act
Registration Statements, including disclosure about the anticipated
business and financial position of the issuer as it will exist upon
exercise of the Prospective Listing Rights, would provide investors
in the Prospective Listing Rights with the ability to make judgments
about the anticipated value of the underlying securities by making
comparisons to the market values of comparable listed companies. See
id. The Exchange further believes that its proposed initial and
continued listing standards would ensure trading liquidity. See id.
\17\ See id. at 42544.
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The Exchange's proposal would appear to permit the listing of
Prospective Listing Rights that are issued both for value and without
consideration. The proposal also provides no time limit on how long
Prospective Listing Rights may trade on the Exchange before the
underlying security is listed.
The Exchange does not clearly explain how market participants would
effectively value Prospective Listing Rights, particularly those that
are issued without consideration, given that the underlying securities
will not be publicly traded, and the uncertain relationship between the
exercise price and the value of the underlying securities. The Exchange
does not address, among other things, the types of market information
that could create a positive value for the Prospective Listing Rights,
the reliability and availability of such information, or whether such
information could support fair and efficient trading of an Exchange-
listed security for an indefinite period of time.
The Exchange also does not explain how it would effectively address
the risk the price of Prospective Listing Rights could be manipulated,
or how its proposal otherwise would be designed to prevent fraudulent
or manipulative acts or practices. For example, the price of
Prospective Listing Rights would appear to be particularly susceptible
to rumors about the target company, or the likelihood the transaction
the Prospective Listing Rights is intended to fund will be consummated.
The Exchange makes the general statement that it believes its existing
surveillance procedures, including those relating to Special Purpose
Acquisition Companies (``SPACs''), are adequate to detect manipulative
trading practices with respect to Prospective Listing Rights. Because
Prospective Listing Rights may trade at a very low price, however, they
may permit a bad actor to efficiently manipulate those securities with
little upfront cost. The Exchange does not clearly address how its
proposal is designed to prevent the risk that Prospective Listing
Rights may be particularly susceptible to manipulation.
Further, the Exchange does not clearly explain the rationale for
the various numerical standards and criteria set forth in its proposal,
or how they together are designed to be consistent with the Exchange
Act and the rules and regulations thereunder. For example, the Exchange
proposes that an issuer's Prospective Listing Rights may initially be
listed on the Exchange if there are at least 1,000,000 issued, but also
proposes a continued listing standard that requires prompt initiation
of suspension and delisting procedures if the market value of publicly-
held shares of a series of Prospective Listing Rights at any time is
less than $4,000,000. This would imply a minimum price in these
circumstances of more than $4 per Prospective Listing Right. The
Exchange acknowledges that it is not proposing any initial market value
or security price requirements for the Prospective Listing Rights, but
believes that the $4,000,000 market value continued listing standard
will ensure that Prospective Listing Rights will not commence trading
on the Exchange unless the market believes they have more than nominal
trading value. Because Prospective Listing Rights may decline in price
after listing, however, they may soon become subject to delisting. The
Exchange has not clearly addressed how such a scenario would be
consistent with the protection of investors and the public interest and
other relevant provisions of the Exchange Act, or how the other
numerical standards and criteria in its proposal have been designed to
work together to avoid similar outcomes.
In addition, to the extent Prospective Listing Rights are issued in
exchange for consideration, the Exchange has not explained how the
offering proceeds will be protected pending consummation of the
underlying transaction and exercise. Similarly, the proposal does not
address how the proceeds received by the issuer upon exercise will be
protected pending the consummation of the underlying transaction. Nor
has the Exchange explained what will happen to such proceeds in the
event the underlying transaction is not consummated or it is determined
that the underlying security otherwise will not be listed on the
Exchange. The Exchange's rules relating to the listing of SPACs, for
example,
[[Page 67123]]
contain many detailed investor protections relating to how and where
such funds will be held, and the circumstances under which they will be
used to fund the business combination or returned to shareholders.\18\
The Exchange has not proposed that any of these important investor
protections apply to Prospective Listing Rights, or explained how their
absence is consistent with the protection of investors or the public
interest.
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\18\ See Section 102.06 of the Manual.
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With respect to the Exchange's proposed change to allow issuers to
issue rights to more than existing shareholders for a class of
securities that is listed or to be listed on the Exchange, the Exchange
justifies its proposal by stating that it does not believe that there
is an investor protection concern that justifies limiting rights to
existing shareholders.\19\ Further, the Exchange states that Section
312.03(c) of the Manual generally provides existing shareholders of
listed common stock the ability to block any rights offering that was
materially dilutive of their economic or voting interest.\20\ However,
that rule only covers issuances of common stock or securities
convertible into common stock, and would not appear to address other
types of securities that may underlie Prospective Listing Rights. The
Exchange has not addressed these and related potential investor
protection concerns.
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\19\ See Notice, supra note 3, at 42544.
\20\ See id. at 42545.
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In addition, the Exchange states that the exercise of the rights
would be ``pursuant to a registration statement filed under the
Securities Act of 1933 (a `Securities Act Registration Statement') that
has been declared effective . . . prior to or simultaneous with the
listing of such rights'' and that such registration statement would be
updated ``to reflect any material changes in the information required
to be included therein that arise between the time of effectiveness of
the Securities Act Registration Statement and the exercise of the
Prospective Listing Rights, thereby ensuring that investors trading the
Prospective Listing Rights on the Exchange will have access to current
information about the issuer on a continuous basis.'' \21\ However, it
does not appear that the proposal contains a requirement that an issuer
file a new registration statement or a post-effective amendment, either
of which must include full disclosure regarding the target's business,
as well as any required target financial statements, at the critical
time when a target has been identified and rights holders begin making
decisions on exercising their Prospective Listing Rights for the
underlying securities, thereby raising investor protection
concerns.\22\ The mere updating of a registration statement that
registered the initial issuance of the Prospective Listing Rights (the
``Initial Registration Statement'') via prospectus supplement or
incorporation by reference would also raise investor protection
concerns. Importantly, without a new registration statement or a post-
effective amendment to the Initial Registration Statement, investors
will not necessarily have the protections of the private liability
provisions of the Securities Act of 1933 (``Securities Act'') when
exercising their rights for the underlying securities. A new
registration statement or post-effective amendment containing all of
the required information about the target would provide investors with
the full liability protections of the Securities Act. For example, the
filing of a new registration statement or post-effective amendment
would provide a new effective date covering all of the disclosures
relating to the target included therein. It would also permit staff
review of the new registration statement or post-effective amendment
and would effectively restart the statute of limitations under Section
11 of the Securities Act, giving investors the full advantage of the
statutory window in which to, if necessary, bring suit. Without an
explicit requirement to file a new registration statement or post-
effective amendment containing full disclosure regarding the target's
business, as well as any required target financial statements,
investors would not necessarily have the disclosure required to make an
informed investment decision or the full panoply of remedies available
under the Securities Act for material misstatements and omissions.
Given these important investor protection issues, there are questions
raised about the proposal's consistency with the investor protection
and public interest requirements under Section 6(b)(5) of the Exchange
Act.
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\21\ See id. at 42544.
\22\ For example, a Securities Act Registration Statement may
have been declared effective before any information on the
underlying security is available, and it does not appear that the
Exchange proposal would require such Securities Act Registration
Statement to be amended once such information becomes available or,
alternatively, a new Securities Act Registration Statement to be
filed.
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Accordingly, the Commission believes there are questions as to
whether the proposal is consistent with Section 6(b)(5) of the Act and
its requirements, 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,
and to protect investors and the public interest, and not be designed
to permit unfair discrimination.
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 that proposed the rule change.'' \23\ 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,\24\ and any failure of a self-
regulatory organization 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 Act and the
applicable rules and regulations.\25\
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\23\ 17 CFR 201.700(b)(3).
\24\ Id.
\25\ 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 Act \26\
to determine whether the proposal should be approved or disapproved.
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\26\ 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 Section 6(b)(5) of the Act \27\ 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,\28\ any request for an opportunity to make an oral
presentation.\29\
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\27\ 15 U.S.C. 78f(b)(5).
\28\ 17 CFR 240.19b-4.
\29\ Section 19(b)(2) of the Act, as amended by the Securities
Acts Amendments of 1975, Public Law 94-29 (June 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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[[Page 67124]]
Interested persons are invited to submit written data, views, and
arguments regarding whether the proposed rule change should be approved
or disapproved by September 9, 2024. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
September 23, 2024. 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#c0b2b5aca5eda3afadada5aeb4b380b3a5a3eea7afb6"><span class="__cf_email__" data-cfemail="0c7e796069216f6361616962787f4c7f696f226b637a">[email protected]</span></a>. Please include
file number SR-NYSE-2024-23 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-NYSE-2024-23. 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-NYSE-2024-23 and should be
submitted on or before September 9, 2024. Rebuttal comments should be
submitted by September 23, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\30\
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\30\ 17 CFR 200.30-3(a)(57).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-18474 Filed 8-16-24; 8:45 am]
BILLING CODE 8011-01-P
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