Notice2024-22023
Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt New Section 101.01 and Amend Section 103.00 of the NYSE Listed Company Manual To Explain the Application of the Domestic and International Standards for Initial Listing of Common Equity Securities for Foreign Private Issuers
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
September 26, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 187 (Thursday, September 26, 2024)</title>
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[Federal Register Volume 89, Number 187 (Thursday, September 26, 2024)]
[Notices]
[Pages 78926-78928]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-22023]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-101117; File No. SR-NYSE-2024-50]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Adopt New Section 101.01 and Amend Section 103.00 of the NYSE Listed
Company Manual To Explain the Application of the Domestic and
International Standards for Initial Listing of Common Equity Securities
for Foreign Private Issuers
September 20, 2024.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on September 10, 2024, New York Stock Exchange LLC (``NYSE'' or
the ``Exchange'') filed with the Securities and Exchange Commission
(the ``Commission'') the proposed rule change as described in Items I,
II, and III below, which Items have been prepared by the self-
regulatory organization. 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\ 15 U.S.C. 78a.
\3\ 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 adopt proposed new Section 101.01 of the
NYSE Listed Company Manual to explain the application to foreign
private issuers of the domestic and international standards for initial
listing of common equity securities. The proposed rule change is
available on the Exchange's website at <a href="http://www.nyse.com">www.nyse.com</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 self-regulatory organization
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 those 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 parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The minimum quantitative standards for the initial listing of
common equity securities of domestic companies are set forth in Section
102.01 (``Minimum Numerical Standards--Domestic Companies--Equity
Listings'') of the NYSE Listed Company Manual (the ``Manual''). Section
103.01 (``Minimum Numerical Standards Non-U.S. Companies Equity
Listings'') of the Manual sets forth minimum quantitative standards for
the initial listing of common equity securities of foreign private
issuers.\4\ Notwithstanding the existence of separate listing standards
for foreign private issuers, Section 103.00 of the Manual provides that
foreign private issuers may list their common equity securities either
under the quantitative standards for foreign private issuers set forth
in Section 103.01 or the Exchange's domestic listing criteria set forth
in Section 102.01. As stated in Section 103.00, the foreign private
issuer must meet all of the criteria within the standards under which
it qualifies for listing, but is not required to meet the requirements
of both of those sections in order for its common equity securities to
qualify for listing.
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\4\ Section 103.00 (``Foreign Private Issuers'') provides that,
for purposes of the Manual, the terms ``foreign private issuer'' and
``non-U.S. company'' have the same meaning and are defined in
accordance with the SEC's definition of foreign private issuer set
out in Rule 3b-4(c) of the Securities Exchange Act of 1934.
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It has been the Exchange's experience in recent years that almost
all foreign private issuer applicants whose common equity securities
qualify for listing on the Exchange do so by meeting the domestic
listing requirements of Section 102.01. However, the Exchange has
become aware that there is a certain level of confusion in the
marketplace about how to understand the listing standards as they apply
to foreign private issuer applicants.
To provide greater clarity as to how the domestic and international
listing standards relate to each other with regard to the listing of
common equity securities, the Exchange proposes to adopt proposed new
Section 101.01 (``Domestic and Foreign Private Issuer Quantitative
Listing Standards''). As proposed, Section 101.01 would read as
follows:
101.01 Domestic and Foreign Private Issuer Quantitative Listing
Standards
Section 102.01 (``Minimum Numerical Standards--Domestic
Companies--Equity Listings'') sets forth the minimum quantitative
standards for the listing of common equity securities of domestic
companies. In addition, the Exchange also lists applicants that are
foreign private issuers (as defined in Section 103.00 (``Foreign
Private Issuers'')) under Section 102.01 where such applicants are
qualified for listing thereunder. However, if a foreign private
issuer applicant does not meet all of the requirements for the
listing of common equity securities applicable to domestic issuers
under Section 102.01, the Exchange will determine whether such
foreign private issuer qualifies for listing under the quantitative
standards for common equity securities set forth in Section 103.01
(``Minimum Numerical Standards Non-U.S. Companies Equity
Listings''). It is important
[[Page 78927]]
to note that a foreign private issuer applicant must meet all of the
requirements for common equity securities of either Section 102.01
or Section 103.01 in their entirety but is not required to meet the
requirements of both of Section 102.01 and Section 103.01 in order
to qualify for listing. Foreign private issuers that list under
either Section 102.01 or Section 103.01 will be subject to Section
103.00 and all of the subsections thereunder (except that foreign
private issuers that list under Section 102.01 are not required to
comply with Section 103.01), including Sections 103.02 (``Securities
Exchange Act of 1934''), 103.03 (``Sponsorship by an Exchange Member
Firm'') and 103.04 (``Sponsored American Depository Receipts or
Shares (`ADRs')''). All listed foreign private issuers must also
comply with the applicable corporate governance requirements set
forth in Section 303A hereof.
The Exchange proposes to amend Section 103.00 to include a cross-
reference to proposed Section 101.01 and to re-organize the text
slightly without making any substantive changes by moving the sentence
defining ``foreign private issuer'' and ``non-U.S. company'' into the
first paragraph of the rule. The Exchange also proposes to replace
current references throughout Section 103.00 to ``Alternative Listing
Standards'' with references to ``alternative listing standards,'' as
the capitalized term is not used as a defined term in that rule. In
addition, the Exchange proposes to amend Section 103.00 to clarify that
a foreign private issuer must meet all of the criteria for common
equity securities of either Section 102.01 or Section 103.01 but is not
required to meet the requirements of both of those sections in order
for its common equity securities to qualify for listing. Finally, the
Exchange proposes to add the following sentences to Section 103.00 to
conform to proposed Section 101.01:
Foreign private issuers that list under either Section 102.01 or
Section 103.01 will be subject to Section 103.00 and all of the
subsections thereunder (except that foreign private issuers that
list under Section 102.01 are not required to comply with Section
103.01), including Sections 103.02 (``Securities Exchange Act of
1934''), 103.03 (``Sponsorship by an Exchange Member Firm'') and
103.04 (``Sponsored American Depository Receipts or Shares
(`ADRs')''). All listed foreign private issuers must also comply
with the applicable corporate governance requirements set forth in
Section 303A hereof.
The Exchange notes that the proposed amendments would not make any
substantive change to the applicable initial listing standards. Their
sole intended effect is to provide additional emphasis of the existing
relationship between the domestic and international listing standards
as already articulated in Section 103.00.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\5\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\6\ in particular, because it
is 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 because it is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers. The Exchange believes that the
proposed rule change is consistent with the Act in that it does not
make any substantive change to the rules as its sole purpose is to
further investor protection by providing additional clarity with
respect to the application of the existing quantitative initial listing
standards that apply to foreign private issuers without making any
substantive changes to the current rules.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes that the proposal will not impose any burden
on competition that is not necessary or appropriate in furtherance of
the purposes of Section 6(b)(8) of the Act.\7\
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\7\ 15 U.S.C. 78f(b)(8).
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The Exchange believes that the proposal will not impose a burden on
either intramarket or intermarket competition that is not necessary or
appropriate in furtherance of the purposes of the Act. The proposed
rule change is designed simply to provide additional clarity and
emphasis to the existing initial quantitative listing standards that
apply to foreign private issuers without making any substantive changes
to the current rules and, consequently, the Exchange believes that it
will impose no burden on either intramarket or intermarket competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \8\ and Rule 19b-4(f)(6) thereunder.\9\
Because the 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 prior to
30 days from the date on which it was filed, or such shorter time as
the Commission may designate, if consistent with the protection of
investors and the public interest, the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.\10\
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\8\ 15 U.S.C. 78s(b)(3)(A)(iii).
\9\ 17 CFR 240.19b-4(f)(6).
\10\ 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 fulfilled this requirement.
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At any time within 60 days of the filing of such 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 under
Section 19(b)(2)(B) \11\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\11\ 15 U.S.C. 78s(b)(2)(B).
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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
[[Page 78928]]
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#0775726b622a64686a6a626973744774626429606871"><span class="__cf_email__" data-cfemail="740601181159171b1919111a0007340711175a131b02">[email protected]</span></a>. Please include
file number SR-NYSE-2024-50 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-2024-50. 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-2024-50 and should be
submitted on or before October 17, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-22023 Filed 9-25-24; 8:45 am]
BILLING CODE 8011-01-P
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