Notice2025-23243
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Rule 5215 To Allow the Listing of American Depositary Receipts of Canadian Companies
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
December 18, 2025
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 90 Issue 241 (Thursday, December 18, 2025)</title>
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[Federal Register Volume 90, Number 241 (Thursday, December 18, 2025)]
[Notices]
[Pages 59259-59260]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2025-23243]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104407; File No. SR-NASDAQ-2025-098]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Rule 5215 To Allow the Listing of American Depositary Receipts of
Canadian Companies
December 15, 2025.
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 December 3, 2025, 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 Rule 5215 to allow the listing of
American Depositary Receipts of Canadian companies.
The text of the proposed rule change is detailed below; proposed
deletions are in brackets.
* * * * *
The NASDAQ Stock Market LLC RULES
5200. General Procedures and Prerequisites for Initial and Continued
Listing on the NASDAQ Stock Market
* * * * *
5215. American Depositary Receipts
(a) Eligibility
American Depositary Receipts can be listed on Nasdaq provided they
represent shares in a [non-Canadian] foreign Company.
(b) No change.
* * * * *
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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
Currently, the Exchange allows for the listing of American
Depositary Receipts (``ADRs'') that represent shares in a foreign
Company pursuant to Rule 5215 but excludes the listing of Canadian ADRs
on the Exchange. More specifically, ADRs can be listed on Nasdaq
provided they represent shares in a non-Canadian foreign Company. Rule
5215 applies to all three tiers of the Exchange's listing markets.
Nasdaq believes that the exclusion of Canadian companies is based on
historic issuer preferences, because Canadian companies have preferred
to utilize the Commission's Multijurisdictional Disclosure System
(``MJDS'') \3\ to streamline the listing process and list their
securities directly with the Exchange through ordinary shares.
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\3\ In 1991, the Commission adopted an MJDS which allows for
eligible Canadian issuers to register securities under the
Securities Act of 1933 and to register securities and report under
the Act by using documents prepared largely in accordance with
Canadian requirements. See Division of Corporation Finance Financial
Reporting Manual at 348, available at <a href="https://www.sec.gov/files/cf-frm.pdf">https://www.sec.gov/files/cf-frm.pdf</a>.
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While the MJDS process provides Canadian companies with a
straightforward approach for listing, Nasdaq has recently been
approached by advisors to Canadian companies, who indicated that
certain companies would prefer to list in the format of ADRs. The
Exchange does not believe there is any reason to continue to exclude
Canadian companies from listing ADRs and is therefore proposing to
amend Rule 5215 accordingly. More specifically, the Exchange proposes
to remove the term ``non-Canadian'' from Rule 5215(a). The Exchange
notes that this would align Nasdaq rules with those of other exchanges,
which currently allow for the listing of Canadian ADRs.\4\ Similar to
all foreign issuers, all Canadian companies that issue ADRs will be
required to maintain compliance with the applicable Exchange listing
requirements pursuant to Rules 5300 through 5500 and the governance
requirements pursuant to Nasdaq Rule 5600.
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\4\ See NYSE Listed Company Manual Sections 102.01B, 103.00, and
103.04, which allow for the listing of ADRs and describe the
treatment of ADRs and underlying shares for computational purposes,
but do not impose any restrictions on the listing of Canadian ADRs.
See also NYSE American Listed Company Guide Section 109 and
110(b)(i), permitting the listing of Canadian securities but
imposing no restriction on the listing of Canadian ADRs.
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2. Statutory Basis
The Exchange believes that its proposal 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, 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
and is not designed to permit unfair discrimination, by removing an
unnecessary restriction on which foreign private issuers may utilize
ADRs as a format for listing their securities.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
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In particular, the Exchange believes that removing the term ``non-
Canadian''
[[Page 59260]]
from Rule 5215 will place Canadian foreign private issuers on equal
footing with all other foreign private issuers by providing equal
eligibility to list ADRs. While the MJDS provides Canadian issuers with
a path for listing ordinary shares, the Exchange believes that removing
the impediment that prevents Canadian issuers from listing ADRs on the
Exchange will provide such issuers with the same listing options as
other foreign private issuers and the same listing options for Canadian
ADRs as provided by other exchanges.
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. Any foreign private issuer that
desires to list ADRs on the Exchange can do so on a non-discriminatory
basis as long as the foreign private issuer also maintains compliance
with the applicable Exchange listing and governance requirements. There
is no inter-market burden on competition because the proposed amendment
is aligned with the rule on other exchanges that do not exclude the
listing of Canadian ADRs and the proposal does not impose any burden on
the ability for other exchanges to compete.\7\ Additionally, there is
no burden to intra-market competition because the proposed change will
apply to all Canadian issuers and will put such issuers on equal
footing with other foreign private issuers.
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\7\ See NYSE Listed Company Manual Sections 102.01B, 103.00, and
103.04.
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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
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)(ii) of the Act \8\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\9\
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\8\ 15 U.S.C. 78s(b)(3)(A)(ii).
\9\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)
requires a self-regulatory organization to give the Commission
written notice of its intent to file 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: (i)
necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) 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#f684839a93db95999b9b93988285b6859395d8919980"><span class="__cf_email__" data-cfemail="2755524b420a44484a4a424953546754424409404851">[email protected]</span></a>. Please include
file number SR-NASDAQ-2025-098 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-2025-098. 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 filing 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-2025-098 and should be submitted
on or before January 8, 2026.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
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\10\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-23243 Filed 12-17-25; 8:45 am]
BILLING CODE 8011-01-P
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