Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order Granting Approval of Proposed Rule Change To Rule 5305 To Eliminate the Automatic Transfer of Companies From The NASDAQ Global Market to The NASDAQ Global Select Market, 51383-51385 [2014-20465]

Download as PDF Federal Register / Vol. 79, No. 167 / Thursday, August 28, 2014 / Notices how the Network Access Fee is assessed, thereby removing impediments to and perfecting the mechanism of a free and open market and a national market system, and, in general, protect investors and the public interest. The Exchange believes the proposed rule change is reasonable because the amount assessed for unicast connectivity and multicast connectivity to TPHs using 1 Gbps Network Access Port(s) is the same. Additionally, the Exchange believes this change is equitable and not unfairly discriminatory because it will apply to all TPHs who use a 1 Gbps Network Access Port equally. The Exchange notes that whether a TPH receives unicast and multicast connectivity via a single 1 Gbps Network Access Port, two separate 1 Gbps Network Access Ports or two separate 10 Gbps Network Access Ports, in each instance, the TPH would be charged for each type of access regardless of how many physical ports they use. Lastly, the Exchange believes it will be beneficial to market participants to make it explicitly clear that it is the ‘‘executing’’ CTPH that would be rebated under the Clearing Trading Permit Holder Position Re-Assignment Rebate Program. The Exchange believes this proposed rule change reduces confusion as to which CTPHs are entitled to a rebate under the Rebate Program, thereby removing impediments to and perfecting the mechanism of a free and open market and a national market system, and, in general, protect investors and the public interest. 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 that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed changes to alleviate confusion are not intended for competitive reasons and only apply to CBOE. pmangrum on DSK3VPTVN1PROD with NOTICES C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Exchange neither solicited nor received comments on the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A) VerDate Mar<15>2010 14:14 Aug 27, 2014 Jkt 232001 of the Act 11 and paragraph (f) of Rule 19b–4 12 thereunder. 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 will institute proceedings to determine whether the proposed rule change 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 • Use the Commission’s Internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number SR– CBOE–2014–065 on the subject line. Paper Comments • 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–CBOE–2014–065. 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 Web site (https://www.sec.gov/ rules/sro.shtml). 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 Web site 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 10:00 a.m. and 3:00 p.m. Copies of such filing also will be available for 11 15 12 17 PO 00000 U.S.C. 78s(b)(3)(A). CFR. 240.19b–4(f). Frm 00089 Fmt 4703 Sfmt 4703 51383 inspection and copying at the principal office of the Exchange. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–CBOE– 2014–065 and should be submitted on or before September 18, 2014. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.13 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–20468 Filed 8–27–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–72899; File No. SR– NASDAQ–2014–067] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order Granting Approval of Proposed Rule Change To Rule 5305 To Eliminate the Automatic Transfer of Companies From The NASDAQ Global Market to The NASDAQ Global Select Market August 22, 2014. I. Introduction On June 25, 2014, 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 amend its rules in order to eliminate the Exchange’s automatic annual review and transfer of qualified companies from The NASDAQ Global Market to The NASDAQ Global Select Market. The proposed rule change was published for comment in the Federal Register on July 10, 2014.3 The Commission received no comment letters regarding the proposed rule change. This order approves the proposed rule change. II. Description of the Proposal NASDAQ consists of three listing tiers: The NASDAQ Global Select Market (‘‘Global Select’’ or ‘‘Global Select Market’’), The NASDAQ Global Market (‘‘Global Market’’), and The NASDAQ Capital Market (‘‘Capital 13 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 72538 (July 3, 2014), 79 FR 39446 (‘‘Notice’’). 1 15 E:\FR\FM\28AUN1.SGM 28AUN1 51384 Federal Register / Vol. 79, No. 167 / Thursday, August 28, 2014 / Notices Market’’). Each tier has different listing requirements; Capital Market has the lowest quantitative criteria to qualify for listing and Global Select has the highest quantitative criteria to qualify for listing. In its filing NASDAQ states that the tiers were designed to appeal to companies with different characteristics.4 Currently, pursuant to NASDAQ Rule 5305(b), NASDAQ conducts an annual review of all Global Market-listed companies’ qualifications each year in November and December based on data as of October 31, and automatically places qualified Global Market companies in the Global Select tier the following January.5 While this annual review currently occurs automatically, a Global Market-listed company also may apply to list on the Global Select tier at any time.6 Companies transferring from the Global Market to the Global Select Market, whether as part of the annual review process or upon their own application, are not assessed entry or application fees.7 The Exchange has proposed to eliminate NASDAQ’s automatic annual review and transfer of qualified companies to the Global Select Market. Under the proposal, NASDAQ would review Global Market-listed companies for transfer to the Global Select Market only upon application by the company. To effect this change, the Exchange has proposed to delete the text of Rule 5305(b). According to the Exchange, the reasons for the implementation of the automatic annual review and transfer process in 2006, when the Global Select tier was created, are less relevant today, and eliminating this process would remove an unnecessary burden on NASDAQ staff.8 NASDAQ proposes to implement this change upon approval, and states that it will notify Global Market-listed companies about this change via an email communication.9 As a result of the proposed rule change, companies automatically transferred in January 2014 would be the last group automatically transferred upon NASDAQ’s review under Rule 5305(b). A Global Market-listed company could continue to apply for transfer to the Global Select tier at any point during the year by submitting a pmangrum on DSK3VPTVN1PROD with NOTICES 4 See listing application, and the review of an application would continue to be conducted without cost to the issuer.10 Qualified companies that apply could transfer immediately upon confirmation by NASDAQ staff that the company meets the Global Select Market listing requirements, and would not owe any entry or other fees in connection with a transfer from the Global Market to the Global Select tier.11 III. Discussion and Commission Findings After careful review, the Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange.12 In particular, the Commission finds that the proposed rule change is consistent with Section 6(b)(5) of the Act,13 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. As a result of the proposed rule change, Global Market-listed companies will have to monitor whether they qualify for transfer to the Global Select Market and submit an application for listing on the Global Select Market, rather than rely on the Exchange’s automatic review and transfer process. The Commission observes that this could create an additional burden for Global Market-listed issuers that would otherwise rely on the Exchange’s automatic process for transfer to the Global Select tier. The Exchange acknowledges this burden, but believes that, on balance, it is not significant enough to warrant continuing the automatic transfer process, which places a burden on NASDAQ staff that the Exchange believes is unnecessary.14 The Exchange notes that much of the information required for the application is pre-populated for a company, and Notice, 79 FR at 39446. 5 Id. 10 Id. 6 Id. 11 Id. 7 Id. 8 Id. at 39446–47. NASDAQ notes that 228 securities transferred to the Global Select Market in January 2011 based on NASDAQ’s automatic review, and between 58 and 77 securities transferred in each subsequent year. Id. at 39446 n.5. 9 Id. at 39446. VerDate Mar<15>2010 14:14 Aug 27, 2014 Jkt 232001 at 39446–47. The Commission also notes that annual fees for continued listing are the same for the Global Market and Global Select tiers. 12 In approving this proposed rule change, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 13 15 U.S.C. 78f(b)(5). 14 See Notice, 79 FR at 39446–47. PO 00000 Frm 00090 Fmt 4703 Sfmt 4703 asserts that, given the ease of the application process, it would continue to be simple for qualified companies to request review at any time and without cost.15 Balancing the apparent simplicity of the application process and the fact that Global Market-listed companies may apply for a transfer to the Global Select tier at any time and with no charge from NASDAQ against the unnecessary burden that NASDAQ asserts is placed on its staff by the automatic review and transfer process, the Commission believes that the proposed rule change is reasonable and consistent with Section 6(b)(5) of the Act in that it promotes just and equitable principles of trade, protects investors and the public interest, and is not designed to permit unfair discrimination between issuers. Under the proposal, a Global Market-listed company that is unsure of its status could continue to submit an application and request review of its qualifications at any time during the year through what appears to be a relatively simple application process, and with no charge or additional fees imposed by NASDAQ.16 While the Commission expects that companies would monitor their listing qualifications, even a company that performs little or no such monitoring could obtain a review of its qualifications from NASDAQ at any time and potentially transfer to the Global Select tier with apparent ease. As noted above, the automatic review process was developed at the inception of the Global Select tier to notify companies about their eligibility for that tier, which was, at that time, new and unfamiliar to them. As a result, the Commission notes that the automatic review process provided a mechanism for NASDAQ to promote, market, and expand the new Global Select tier to eligible companies. Now that companies are familiar with this process and also have an easy way to apply throughout the year, the Commission believes that it is consistent with the Act, and Section 6(b)(5) in particular, for NASDAQ no longer to offer this service to promote its Global Select tier. In addition, the Commission notes that it received no comments on the proposal, and thus is not aware of any objection to it from 15 Id. at 39446. The Exchange states that the application to transfer from the Global Market to the Global Select Market is available on its Web site, completed online and pre-populated with the company’s identifying information based on its symbol and CIK code or CUSIP number. The listed company generally will only need to provide contact information, affirm the accuracy of the information in the application, and accept the Listing Agreement. Id. at n. 6. 16 See supra note 11. E:\FR\FM\28AUN1.SGM 28AUN1 Federal Register / Vol. 79, No. 167 / Thursday, August 28, 2014 / Notices interested parties, in particular, Global Market-listed companies. Moreover, eliminating the automatic review process, which NASDAQ has stated is a burden on its staff, could free up additional resources that may be better used for the regulation and oversight of listed companies. IV. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,17 that the proposed rule change (SR–NASDAQ– 2014–067) be, and it hereby is, approved. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.18 Kevin M. O’Neill, Deputy Secretary. [FR Doc. 2014–20465 Filed 8–27–14; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–72902; File No. SR–C2– 2014–018] Self-Regulatory Organizations; C2 Options Exchange, Incorporated; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend the Fees Schedule August 22, 2014. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on August 12, 2014, C2 Options Exchange, Incorporated (the ‘‘Exchange’’ or ‘‘C2’’) 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 Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. pmangrum on DSK3VPTVN1PROD with NOTICES I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change C2 proposes to make technical amendments to the C2 rules. The text of the proposed rule change is available on the Exchange’s Web site (https:// www.c2exchange.com/Legal/), at the Exchange’s Office of the Secretary, and at the Commission’s Public Reference Room. 17 15 U.S.C. 78s(b)(2). CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 18 17 VerDate Mar<15>2010 14:14 Aug 27, 2014 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 for, Proposed Rule Change 1. Purpose The Exchange proposes to amend its Fees Schedule. First, the Exchange proposes to amend a sentence in its Fees Schedule that reads: ‘‘After three months, all fees as assessed by the Exchange are considered final by the Exchange.’’ The purpose of this statement is to encourage Permit Holders to promptly review their Exchange invoices so that any disputed charges can be addressed in a timely manner. The Exchange notes that this sentence is not intended to preclude the Exchange from assessing fees more than three months after they were incurred. Indeed, the Exchange is required to enforce compliance by its Permit Holders and persons associated with its Permit Holders the rules of the Exchange, including its Fees Schedule.3 As such, the Exchange must ensure that it assesses the fees set forth in its Fees Schedule so long as the fee(s) were required to be paid pursuant to the C2 Fees Schedule in effect at the time the fees were incurred, even if the Exchange must assess the fees more than three months after they have been incurred. The Exchange believes it would be beneficial to make this clear in the Fees Schedule and provide further clarifying language regarding the finality of fees. Specifically, the Exchange seeks to amend this sentence to state ‘‘Any potential billing errors relating to fees assessed by C2 must be brought to the attention of C2’s Accounting Department within three months from the invoice date. All fees assessed shall be deemed final and non-refundable after three months from the invoice. The Exchange is not precluded from assessing fees more than three months after they were incurred if those fees were required to be paid pursuant to the 3 15 Jkt 232001 PO 00000 U.S.C. 78f(b)(1). Frm 00091 Fmt 4703 Sfmt 4703 51385 C2 Fees Schedule in effect at the time the fees were incurred.’’ The Exchange notes that this has always been the case, and the clarification is simply reflecting how the current language of the C2 Fees Schedule applies. The Exchange also notes that its practice is to assess fees in a timely manner at the time such fees are incurred. However, the Exchange requires the ability to assess any fee upon discovering an error regardless of how much time has passed since the fee was incurred. The Exchange next proposes to make an amendment to the Connectivity Charges table. Currently, the Exchange charges Permit Holders a $500 per month Network Access Port fee for 1gigabit (‘‘1 Gbps’’) network access connectivity and $1,000 per month for 10 Gbps network connectivity. The Network Access Ports provide direct access to C2’s trading system. Network Access Ports are used to receive unicast (i.e., orders and quotes) and multicast (i.e., market data) traffic. The Exchange notes that a 1 Gbps port may receive both unicast and multicast traffic, whereas a 10 Gbps port may only receive either multicast or unicast traffic. The Exchange seeks to clarify that the Network Access Port fee is assessed separately for unicast and multicast connectivity. Accordingly, if a Permit Holder has 1 Gbps connectivity and receives both unicast and multicast traffic through a single port, the Permit Holder would be charged $1,000 dollars per month (i.e., $500 per month for unicast connectivity and $500 per month for multicast connectivity). Similarly, if a Permit Holder has one 1 Gbps Network Access Port for unicast connectivity only and another 1 Gbps Network Access Port for multicast connectivity only, the Permit Holder would be charged $1,000 dollars per month (i.e. $500 per month for each port). As noted above, a single 10-Gbps Network Access Port cannot receive both unicast and multicast traffic. Accordingly, if a Permit Holder wants a 10 Gbps connection, in order to receive both traffic types the Permit Holder would need to purchase two 10 Gbps Network Access Ports (i.e., one to be used for multicast connectivity and one to be used for unicast activity) and would therefore be charged $2,000 per month (i.e., $1,000 per month for each port). 2. Statutory Basis The Exchange believes the proposed rule change is consistent with the Securities Exchange Act of 1934 (the ‘‘Act’’) and the rules and regulations thereunder applicable to the Exchange and, in particular, the requirements of E:\FR\FM\28AUN1.SGM 28AUN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 79, Number 167 (Thursday, August 28, 2014)]
[Notices]
[Pages 51383-51385]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-20465]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-72899; File No. SR-NASDAQ-2014-067]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Order 
Granting Approval of Proposed Rule Change To Rule 5305 To Eliminate the 
Automatic Transfer of Companies From The NASDAQ Global Market to The 
NASDAQ Global Select Market

August 22, 2014.

I. Introduction

    On June 25, 2014, 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 amend its rules in order to eliminate the 
Exchange's automatic annual review and transfer of qualified companies 
from The NASDAQ Global Market to The NASDAQ Global Select Market. The 
proposed rule change was published for comment in the Federal Register 
on July 10, 2014.\3\ The Commission received no comment letters 
regarding the proposed rule change. This order approves the proposed 
rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 72538 (July 3, 
2014), 79 FR 39446 (``Notice'').
---------------------------------------------------------------------------

II. Description of the Proposal

    NASDAQ consists of three listing tiers: The NASDAQ Global Select 
Market (``Global Select'' or ``Global Select Market''), The NASDAQ 
Global Market (``Global Market''), and The NASDAQ Capital Market 
(``Capital

[[Page 51384]]

Market''). Each tier has different listing requirements; Capital Market 
has the lowest quantitative criteria to qualify for listing and Global 
Select has the highest quantitative criteria to qualify for listing. In 
its filing NASDAQ states that the tiers were designed to appeal to 
companies with different characteristics.\4\ Currently, pursuant to 
NASDAQ Rule 5305(b), NASDAQ conducts an annual review of all Global 
Market-listed companies' qualifications each year in November and 
December based on data as of October 31, and automatically places 
qualified Global Market companies in the Global Select tier the 
following January.\5\ While this annual review currently occurs 
automatically, a Global Market-listed company also may apply to list on 
the Global Select tier at any time.\6\ Companies transferring from the 
Global Market to the Global Select Market, whether as part of the 
annual review process or upon their own application, are not assessed 
entry or application fees.\7\
---------------------------------------------------------------------------

    \4\ See Notice, 79 FR at 39446.
    \5\ Id.
    \6\ Id.
    \7\ Id.
---------------------------------------------------------------------------

    The Exchange has proposed to eliminate NASDAQ's automatic annual 
review and transfer of qualified companies to the Global Select Market. 
Under the proposal, NASDAQ would review Global Market-listed companies 
for transfer to the Global Select Market only upon application by the 
company. To effect this change, the Exchange has proposed to delete the 
text of Rule 5305(b). According to the Exchange, the reasons for the 
implementation of the automatic annual review and transfer process in 
2006, when the Global Select tier was created, are less relevant today, 
and eliminating this process would remove an unnecessary burden on 
NASDAQ staff.\8\ NASDAQ proposes to implement this change upon 
approval, and states that it will notify Global Market-listed companies 
about this change via an email communication.\9\
---------------------------------------------------------------------------

    \8\ Id. at 39446-47. NASDAQ notes that 228 securities 
transferred to the Global Select Market in January 2011 based on 
NASDAQ's automatic review, and between 58 and 77 securities 
transferred in each subsequent year. Id. at 39446 n.5.
    \9\ Id. at 39446.
---------------------------------------------------------------------------

    As a result of the proposed rule change, companies automatically 
transferred in January 2014 would be the last group automatically 
transferred upon NASDAQ's review under Rule 5305(b). A Global Market-
listed company could continue to apply for transfer to the Global 
Select tier at any point during the year by submitting a listing 
application, and the review of an application would continue to be 
conducted without cost to the issuer.\10\ Qualified companies that 
apply could transfer immediately upon confirmation by NASDAQ staff that 
the company meets the Global Select Market listing requirements, and 
would not owe any entry or other fees in connection with a transfer 
from the Global Market to the Global Select tier.\11\
---------------------------------------------------------------------------

    \10\ Id.
    \11\ Id. at 39446-47. The Commission also notes that annual fees 
for continued listing are the same for the Global Market and Global 
Select tiers.
---------------------------------------------------------------------------

III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule 
change is consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to a national securities 
exchange.\12\ In particular, the Commission finds that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\13\ 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.
---------------------------------------------------------------------------

    \12\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. See 15 U.S.C. 78c(f).
    \13\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    As a result of the proposed rule change, Global Market-listed 
companies will have to monitor whether they qualify for transfer to the 
Global Select Market and submit an application for listing on the 
Global Select Market, rather than rely on the Exchange's automatic 
review and transfer process. The Commission observes that this could 
create an additional burden for Global Market-listed issuers that would 
otherwise rely on the Exchange's automatic process for transfer to the 
Global Select tier. The Exchange acknowledges this burden, but believes 
that, on balance, it is not significant enough to warrant continuing 
the automatic transfer process, which places a burden on NASDAQ staff 
that the Exchange believes is unnecessary.\14\ The Exchange notes that 
much of the information required for the application is pre-populated 
for a company, and asserts that, given the ease of the application 
process, it would continue to be simple for qualified companies to 
request review at any time and without cost.\15\
---------------------------------------------------------------------------

    \14\ See Notice, 79 FR at 39446-47.
    \15\ Id. at 39446. The Exchange states that the application to 
transfer from the Global Market to the Global Select Market is 
available on its Web site, completed online and pre-populated with 
the company's identifying information based on its symbol and CIK 
code or CUSIP number. The listed company generally will only need to 
provide contact information, affirm the accuracy of the information 
in the application, and accept the Listing Agreement. Id. at n. 6.
---------------------------------------------------------------------------

    Balancing the apparent simplicity of the application process and 
the fact that Global Market-listed companies may apply for a transfer 
to the Global Select tier at any time and with no charge from NASDAQ 
against the unnecessary burden that NASDAQ asserts is placed on its 
staff by the automatic review and transfer process, the Commission 
believes that the proposed rule change is reasonable and consistent 
with Section 6(b)(5) of the Act in that it promotes just and equitable 
principles of trade, protects investors and the public interest, and is 
not designed to permit unfair discrimination between issuers. Under the 
proposal, a Global Market-listed company that is unsure of its status 
could continue to submit an application and request review of its 
qualifications at any time during the year through what appears to be a 
relatively simple application process, and with no charge or additional 
fees imposed by NASDAQ.\16\ While the Commission expects that companies 
would monitor their listing qualifications, even a company that 
performs little or no such monitoring could obtain a review of its 
qualifications from NASDAQ at any time and potentially transfer to the 
Global Select tier with apparent ease.
---------------------------------------------------------------------------

    \16\ See supra note 11.
---------------------------------------------------------------------------

    As noted above, the automatic review process was developed at the 
inception of the Global Select tier to notify companies about their 
eligibility for that tier, which was, at that time, new and unfamiliar 
to them. As a result, the Commission notes that the automatic review 
process provided a mechanism for NASDAQ to promote, market, and expand 
the new Global Select tier to eligible companies. Now that companies 
are familiar with this process and also have an easy way to apply 
throughout the year, the Commission believes that it is consistent with 
the Act, and Section 6(b)(5) in particular, for NASDAQ no longer to 
offer this service to promote its Global Select tier. In addition, the 
Commission notes that it received no comments on the proposal, and thus 
is not aware of any objection to it from

[[Page 51385]]

interested parties, in particular, Global Market-listed companies. 
Moreover, eliminating the automatic review process, which NASDAQ has 
stated is a burden on its staff, could free up additional resources 
that may be better used for the regulation and oversight of listed 
companies.

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\17\ that the proposed rule change (SR-NASDAQ-2014-067) be, and it 
hereby is, approved.
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
---------------------------------------------------------------------------

    \18\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-20465 Filed 8-27-14; 8:45 am]
BILLING CODE 8011-01-P

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