Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Provide a Limited Price Guarantee to Certain Companies That Switch Their Listing to Nasdaq From Another Exchange, 13925-13927 [2015-06015]

Download as PDF Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices interruption. The Commission believes that waiving the 30-day operative delay is consistent with the protection of investors and the public interest.17 The Commission notes that waiving the 30day operative delay would prevent the expiration of the Pilot Program prior to the extension of the pilot program becoming operative. Therefore, the Commission hereby waives the 30-day operative delay and designates the proposal operative upon filing. 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 • 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– Phlx–2015–22 on the subject line. mstockstill on DSK4VPTVN1PROD with NOTICES 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–Phlx–2015–22. 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 17 For purposes only of waiving the 30-day operative delay, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). VerDate Sep<11>2014 18:09 Mar 16, 2015 Jkt 235001 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 the filing also will be available for 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–Phlx– 2015–22 and should be submitted on or before April 7, 2015. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.18 Brent J. Fields, Secretary. [FR Doc. 2015–06011 Filed 3–16–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–74472; File No. SR– NASDAQ–2015–017] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Provide a Limited Price Guarantee to Certain Companies That Switch Their Listing to Nasdaq From Another Exchange March 11, 2015. 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 February 25, 2015, The NASDAQ Stock Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘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. 18 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 PO 00000 Frm 00104 Fmt 4703 Sfmt 4703 13925 I. Self-Regulatory Organization’s Statement of the Terms of the Substance of the Proposed Rule Change Nasdaq proposes to provide a limited price guarantee to certain companies that switch their listing to Nasdaq from another securities exchange. The text of the proposed rule change is available on the Exchange’s Web site at https:// nasdaq.cchwallstreet.com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Nasdaq recently adopted an allinclusive annual listing fee, which simplifies billing and provides transparency and certainty to companies as to the annual cost of listing.3 This new fee structure was designed, primarily, to address customer complaints about the number and in some cases the variable nature of certain of Nasdaq’s listing fees. It also provides benefits to Nasdaq, including eliminating the multiple invoices that were sent to a company each year and providing more certainty as to revenue.4 While this new fee structure will become operative for all listed companies in 2018, currently listed companies were allowed to elect to be subject to the all-inclusive annual listing fee effective January 1, 2015, and were provided certain incentives to do so.5 In addition, because they may have made their listing decision based on Nasdaq’s prior fee schedule, any company that applied to list on Nasdaq prior to January 1, 2015, and lists after that date, is also provided an 3 Securities Exchange Act Release No. 73647 (November 19, 2014), 79 FR 70232 (November 25, 2014) (approving SR–NASDAQ–2014–087). 4 Id. 5 See IM–5910–1(b)(1) and IM–5920–1(b)(1). E:\FR\FM\17MRN1.SGM 17MRN1 13926 Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices accommodation: Until December 31, 2017, such a company will be billed the all-inclusive annual fee based on the lower of its then-current total shares outstanding or the total shares outstanding reflected in information held by Nasdaq as of the date of listing. As such, regardless of any increase in shares outstanding, the tier upon which the all-inclusive annual fee is based for such companies will not increase until at least January 1, 2018.6 Companies have reacted favorably to the new fee program and these incentives. Nasdaq now proposes to offer certain other newly listing companies the same incentive provided to any company that applied to list on Nasdaq prior to January 1, 2015. Specifically, Rules 5910(a)(7) and 5920(a)(7) currently waive entry fees upon listing on Nasdaq for a company that switches from another national securities exchange (including if it is currently dually listed on such exchange) and when an unlisted company acquires a company listed on another national securities exchange and lists on Nasdaq in connection with the transaction.7 In order to better compete for these listings, Nasdaq proposes to charge them based on the lower of their shares outstanding as of the date of listing or at the time of billing until January 1, 2018. This will provide certainty to the companies as to their fee until at least 2018 and provides an incentive for a company to switch its listing to Nasdaq sooner than it might otherwise, before issuing additional shares that would result in the company being in a higher fee tier and paying a higher annual fee. Nasdaq believes that this proposed change will enhance the ability of Nasdaq to compete for these listings and may ultimately benefit all issuers and investors.8 Nasdaq notes that few companies qualify for the waivers in Rule 5910(a)(7) and 5920(a)(7). In addition, it is Nasdaq’s experience that a company will typically do an extensive review of Nasdaq’s requirements before switching to Nasdaq, and therefore companies present few regulatory issues during the and IM–5910–2(b)(2). Securities Exchange Act Release No. 51004 (January 10, 2005), 70 FR 2917 (January 18, 2005) (approving SR–NASDAQ–2004–140); Securities Exchange Act Release No. 55202 (January 30, 2007), 72 FR 6017 (February 8, 2007) (approving SR– NASDAQ–2006–040). 8 See Release No. 51004, 70 FR at 2917 (expressing the Commission’s belief that the adoption of the waivers now codified in Rules 5910(a)(7)(i) and (ii) and 5920(a)(7) (i) and (ii) ‘‘may ultimately benefit issuers and investors because competition among listing markets has the potential to enhance the quality of services that listing markets provide.’’). first few years after switching. As such, while the incentive may be meaningful to individual companies considering whether, and when, to switch their listing, Nasdaq does not believe that these incentives, in the aggregate, will have any adverse impact on the availability of funds for its regulatory programs.9 2. Statutory Basis Nasdaq believes that the proposed rule change is consistent with the provisions of Section 6 of the Act,10 in general and with Sections 6(b)(4) and (5) of the Act,11 in particular, in that it provides for the equitable allocation of reasonable dues, fees, and other charges among its members, issuers and other persons using its facilities, and does not unfairly discriminate between customers, issuers, brokers or dealers. As a preliminary matter, Nasdaq competes for listings with other national securities exchanges and companies can easily choose to list on, or transfer to, those alternative venues.12 As a result, Nasdaq must carefully tailor its fees and incentives to compete with other listing venues and Nasdaq cannot charge prices in a manner that would be unreasonable, inequitable or unfairly discriminatory. Nasdaq also believes that the proposed incentives are reasonable and not unfairly discriminatory. These incentives would be provided to a category of companies aligned with another exchange and for which Nasdaq must therefore compete aggressively to have them transfer their listing. Moreover, attracting significant companies to switch listing venues to Nasdaq promotes the Exchange’s image, which benefits all companies listed on Nasdaq. For these reasons, Nasdaq has already determined to waive entry fees for these companies and selecting only these companies for the proposed incentive is not an unfairly discriminatory basis to distinguish among companies. Finally, Nasdaq believes that the proposed fees are consistent with the investor protection objectives of Section 6 IM–5910–1(b)(2) mstockstill on DSK4VPTVN1PROD with NOTICES 7 See VerDate Sep<11>2014 18:09 Mar 16, 2015 Jkt 235001 9 The proposed rule change will also modify existing rule language to reflect the expiration of the January 1, 2015 deadline for listed companies to opt in to the all-inclusive fee for 2016. 10 15 U.S.C. 78f. 11 15 U.S.C. 78f(b)(4) and (5). 12 The Justice Department noted the intense competitive environment for exchange listings. See ‘‘NASDAQ OMX Group Inc. and IntercontinentalExchange Inc. Abandon Their Proposed Acquisition of NYSE Euronext After Justice Department Threatens Lawsuit’’ (May 16, 2011), available at https://www.justice.gov/atr/ public/press_releases/2011/271214.htm. PO 00000 Frm 00105 Fmt 4703 Sfmt 4703 6(b)(5) of the Act 13 in that they are designed to promote just and equitable principles of trade, to remove impediments to a free and open market and national market system, and in general to protect investors and the public interest. Specifically, the proposed change will not impact the resources available for Nasdaq’s listing compliance program, which helps to assure that listing standards are properly enforced and investors are protected. B. Self-Regulatory Organization’s Statement on Burden on Competition Nasdaq does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended. The market for listing services is extremely competitive and listed companies may freely choose alternative venues based on the aggregate fees assessed, and the value provided by each listing. This rule proposal does not burden competition with other listing venues, which are similarly free to set their fees. Further, Nasdaq believes the proposed change reflects the existing competition between listing venues and will further enhance such competition.14 For these reasons, Nasdaq does not believe that the proposed rule change will result in any burden on competition for listings. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others No written comments were either solicited or received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act.15 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. 13 15 U.S.C. 78f(b)(5). footnote 8, supra. 15 15 U.S.C. 78s(b)(3)(A)(ii). 14 See E:\FR\FM\17MRN1.SGM 17MRN1 Federal Register / Vol. 80, No. 51 / Tuesday, March 17, 2015 / Notices 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: [FR Doc. 2015–06015 Filed 3–16–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION 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– NASDAQ–2015–017 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. mstockstill on DSK4VPTVN1PROD with NOTICES For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.16 Brent J. Fields, Secretary. All submissions should refer to File Number SR–NASDAQ–2015–017. 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 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– NASDAQ–2015–017, and should be submitted on or before April 7, 2015. Submission for OMB Review; Comment Request Upon Written Request, Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE., Washington, DC 20549–2736. Extension: Rule 24b–1. SEC File No. 270–205; OMB Control No. 3235–0194. Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) has submitted to the Office of Management and Budget (‘‘OMB’’) a request for approval of extension of the existing collection of information provided for in the following rule: Rule 24b–1 (17 CFR 240.24b–1). Rule 24b–1 under the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.) requires a national securities exchange to keep and make available for public inspection a copy of its registration statement and exhibits filed with the Commission, along with any amendments thereto. There are 18 national securities exchanges that spend approximately one half hour each complying with this rule, for an aggregate total compliance burden of 9 hours per year. The staff estimates that the average cost per respondent is $65.18 per year, calculated as the costs of copying ($13.97) plus storage ($51.21), resulting in a total cost of compliance for the respondents of $1,173.24. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information under the PRA unless it displays a currently valid OMB control number. The public may view background documentation for this information collection at the following Web site: www.reginfo.gov. Comments should be directed to: (i) Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503, or by sending an email to: Shagufta_ Ahmed@omb.eop.gov; and (ii) Pamela Dyson, Director/Chief Information Officer, Securities and Exchange Commission, c/o Remi Pavlik-Simon, 100 F Street NE., Washington, DC 20549, or by sending an email to: PRA_ Mailbox@sec.gov. Comments must be submitted to OMB within 30 days of this notice. Dated: March 10, 2015. Brent J. Fields, Secretary. [FR Doc. 2015–05983 Filed 3–16–15; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–74479; File No. SR–MIAX– 2015–17] Self-Regulatory Organizations; Miami International Securities Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Its Fee Schedule March 11, 2015. Pursuant to the provisions of 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 March 2, 2015, Miami International Securities Exchange LLC (‘‘MIAX’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’) a 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. I. Self-Regulatory Organization’s Statement of the Terms of the Substance of the Proposed Rule Change The Exchange is filing a proposal to amend its Fee Schedule. The text of the proposed rule change is available on the Exchange’s Web site at https://www.miaxoptions.com/filter/ wotitle/rule_filing, at MIAX’s principal office, and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, the Exchange included statements concerning the purpose of and basis for the proposed rule change and discussed 1 15 16 17 VerDate Sep<11>2014 18:09 Mar 16, 2015 Jkt 235001 PO 00000 CFR 200.30–3(a)(12). Frm 00106 Fmt 4703 Sfmt 4703 13927 2 17 U.S.C. 78s(b)(1). CFR 240.19b–4. E:\FR\FM\17MRN1.SGM 17MRN1

Agencies

[Federal Register Volume 80, Number 51 (Tuesday, March 17, 2015)]
[Notices]
[Pages 13925-13927]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2015-06015]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74472; File No. SR-NASDAQ-2015-017]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Provide a Limited Price Guarantee to Certain Companies That Switch 
Their Listing to Nasdaq From Another Exchange

March 11, 2015.
    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 February 25, 2015, The NASDAQ Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    Nasdaq proposes to provide a limited price guarantee to certain 
companies that switch their listing to Nasdaq from another securities 
exchange. The text of the proposed rule change is available on the 
Exchange's Web site at https://nasdaq.cchwallstreet.com, at the 
principal office of the Exchange, and at the Commission's Public 
Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Nasdaq recently adopted an all-inclusive annual listing fee, which 
simplifies billing and provides transparency and certainty to companies 
as to the annual cost of listing.\3\ This new fee structure was 
designed, primarily, to address customer complaints about the number 
and in some cases the variable nature of certain of Nasdaq's listing 
fees. It also provides benefits to Nasdaq, including eliminating the 
multiple invoices that were sent to a company each year and providing 
more certainty as to revenue.\4\
---------------------------------------------------------------------------

    \3\ Securities Exchange Act Release No. 73647 (November 19, 
2014), 79 FR 70232 (November 25, 2014) (approving SR-NASDAQ-2014-
087).
    \4\ Id.
---------------------------------------------------------------------------

    While this new fee structure will become operative for all listed 
companies in 2018, currently listed companies were allowed to elect to 
be subject to the all-inclusive annual listing fee effective January 1, 
2015, and were provided certain incentives to do so.\5\ In addition, 
because they may have made their listing decision based on Nasdaq's 
prior fee schedule, any company that applied to list on Nasdaq prior to 
January 1, 2015, and lists after that date, is also provided an

[[Page 13926]]

accommodation: Until December 31, 2017, such a company will be billed 
the all-inclusive annual fee based on the lower of its then-current 
total shares outstanding or the total shares outstanding reflected in 
information held by Nasdaq as of the date of listing. As such, 
regardless of any increase in shares outstanding, the tier upon which 
the all-inclusive annual fee is based for such companies will not 
increase until at least January 1, 2018.\6\ Companies have reacted 
favorably to the new fee program and these incentives.
---------------------------------------------------------------------------

    \5\ See IM-5910-1(b)(1) and IM-5920-1(b)(1).
    \6\ IM-5910-1(b)(2) and IM-5910-2(b)(2).
---------------------------------------------------------------------------

    Nasdaq now proposes to offer certain other newly listing companies 
the same incentive provided to any company that applied to list on 
Nasdaq prior to January 1, 2015. Specifically, Rules 5910(a)(7) and 
5920(a)(7) currently waive entry fees upon listing on Nasdaq for a 
company that switches from another national securities exchange 
(including if it is currently dually listed on such exchange) and when 
an unlisted company acquires a company listed on another national 
securities exchange and lists on Nasdaq in connection with the 
transaction.\7\ In order to better compete for these listings, Nasdaq 
proposes to charge them based on the lower of their shares outstanding 
as of the date of listing or at the time of billing until January 1, 
2018. This will provide certainty to the companies as to their fee 
until at least 2018 and provides an incentive for a company to switch 
its listing to Nasdaq sooner than it might otherwise, before issuing 
additional shares that would result in the company being in a higher 
fee tier and paying a higher annual fee. Nasdaq believes that this 
proposed change will enhance the ability of Nasdaq to compete for these 
listings and may ultimately benefit all issuers and investors.\8\
---------------------------------------------------------------------------

    \7\ See Securities Exchange Act Release No. 51004 (January 10, 
2005), 70 FR 2917 (January 18, 2005) (approving SR-NASDAQ-2004-140); 
Securities Exchange Act Release No. 55202 (January 30, 2007), 72 FR 
6017 (February 8, 2007) (approving SR-NASDAQ-2006-040).
    \8\ See Release No. 51004, 70 FR at 2917 (expressing the 
Commission's belief that the adoption of the waivers now codified in 
Rules 5910(a)(7)(i) and (ii) and 5920(a)(7) (i) and (ii) ``may 
ultimately benefit issuers and investors because competition among 
listing markets has the potential to enhance the quality of services 
that listing markets provide.'').
---------------------------------------------------------------------------

    Nasdaq notes that few companies qualify for the waivers in Rule 
5910(a)(7) and 5920(a)(7). In addition, it is Nasdaq's experience that 
a company will typically do an extensive review of Nasdaq's 
requirements before switching to Nasdaq, and therefore companies 
present few regulatory issues during the first few years after 
switching. As such, while the incentive may be meaningful to individual 
companies considering whether, and when, to switch their listing, 
Nasdaq does not believe that these incentives, in the aggregate, will 
have any adverse impact on the availability of funds for its regulatory 
programs.\9\
---------------------------------------------------------------------------

    \9\ The proposed rule change will also modify existing rule 
language to reflect the expiration of the January 1, 2015 deadline 
for listed companies to opt in to the all-inclusive fee for 2016.
---------------------------------------------------------------------------

2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 6 of the Act,\10\ in general and with 
Sections 6(b)(4) and (5) of the Act,\11\ in particular, in that it 
provides for the equitable allocation of reasonable dues, fees, and 
other charges among its members, issuers and other persons using its 
facilities, and does not unfairly discriminate between customers, 
issuers, brokers or dealers.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f.
    \11\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------

    As a preliminary matter, Nasdaq competes for listings with other 
national securities exchanges and companies can easily choose to list 
on, or transfer to, those alternative venues.\12\ As a result, Nasdaq 
must carefully tailor its fees and incentives to compete with other 
listing venues and Nasdaq cannot charge prices in a manner that would 
be unreasonable, inequitable or unfairly discriminatory.
---------------------------------------------------------------------------

    \12\ The Justice Department noted the intense competitive 
environment for exchange listings. See ``NASDAQ OMX Group Inc. and 
IntercontinentalExchange Inc. Abandon Their Proposed Acquisition of 
NYSE Euronext After Justice Department Threatens Lawsuit'' (May 16, 
2011), available at https://www.justice.gov/atr/public/press_releases/2011/271214.htm.
---------------------------------------------------------------------------

    Nasdaq also believes that the proposed incentives are reasonable 
and not unfairly discriminatory. These incentives would be provided to 
a category of companies aligned with another exchange and for which 
Nasdaq must therefore compete aggressively to have them transfer their 
listing. Moreover, attracting significant companies to switch listing 
venues to Nasdaq promotes the Exchange's image, which benefits all 
companies listed on Nasdaq. For these reasons, Nasdaq has already 
determined to waive entry fees for these companies and selecting only 
these companies for the proposed incentive is not an unfairly 
discriminatory basis to distinguish among companies.
    Finally, Nasdaq believes that the proposed fees are consistent with 
the investor protection objectives of Section 6(b)(5) of the Act \13\ 
in that they are designed to promote just and equitable principles of 
trade, to remove impediments to a free and open market and national 
market system, and in general to protect investors and the public 
interest. Specifically, the proposed change will not impact the 
resources available for Nasdaq's listing compliance program, which 
helps to assure that listing standards are properly enforced and 
investors are protected.
---------------------------------------------------------------------------

    \13\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change will result 
in any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act, as amended. The market for 
listing services is extremely competitive and listed companies may 
freely choose alternative venues based on the aggregate fees assessed, 
and the value provided by each listing. This rule proposal does not 
burden competition with other listing venues, which are similarly free 
to set their fees. Further, Nasdaq believes the proposed change 
reflects the existing competition between listing venues and will 
further enhance such competition.\14\ For these reasons, Nasdaq does 
not believe that the proposed rule change will result in any burden on 
competition for listings.
---------------------------------------------------------------------------

    \14\ See footnote 8, supra.
---------------------------------------------------------------------------

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act.\15\
---------------------------------------------------------------------------

    \15\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

    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.

[[Page 13927]]

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-NASDAQ-2015-017 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-NASDAQ-2015-017. 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 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-NASDAQ-2015-017, and should 
be submitted on or before April 7, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\16\
---------------------------------------------------------------------------

    \16\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2015-06015 Filed 3-16-15; 8:45 am]
 BILLING CODE 8011-01-P
This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.