Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Amending Section 907.00 of the Listed Company Manual (the “Manual”) To (i) Amend the Suite of Complimentary Products and Services That Are Offered to Certain Current and Newly Listed Companies, (ii) Update the Value of Complimentary Products and Services Offered to Listed Companies, and (iii) Provide That Complimentary Products and Services Would Also Be Offered to Companies that Transfer Their Listing to the Exchange From Another National Securities Exchange, 51617-51621 [2015-20934]
Download as PDF
<![CDATA[
Federal Register / Vol. 80, No. 164 / Tuesday, August 25, 2015 / Notices
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.12 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:
asabaliauskas on DSK5VPTVN1PROD with NOTICES
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–2015–101 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–2015–101. 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 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–
NASDAQ–2015–101 and should be
submitted on or before September 15,
2015.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.13
Jill M. Peterson,
Assitant Secretary.
[FR Doc. 2015–20933 Filed 8–24–15; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meeting
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Public Law 94–409, that
the Securities and Exchange
Commission will hold a Closed Meeting
on Thursday, August 27, 2015 at 2 p.m.
Commissioners, Counsel to the
Commissioners, the Secretary to the
Commission, and recording secretaries
will attend the Closed Meeting. Certain
staff members who have an interest in
the matters also may be present.
The General Counsel of the
Commission, or her designee, has
certified that, in her opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c)(3), (5), (7), 9(B) and (10)
and 17 CFR 200.402(a)(3), (5), (7), (9)(ii)
and (10), permit consideration of the
scheduled matter at the Closed Meeting.
Commissioner Aguilar, as duty
officer, voted to consider the items
listed for the Closed Meeting in closed
session.
The subject matter of the Closed
Meeting will be:
Institution and settlement of
injunctive actions;
Institution and settlement of
administrative proceedings;
Resolution of litigation claims;
Adjudicatory matters; and
Other matters relating to enforcement
proceedings.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
For further information and to
ascertain what, if any, matters have been
added, deleted or postponed, please
contact the Office of the Secretary at
(202) 551–5400.
Dated: August 20, 2015.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2015–21079 Filed 8–21–15; 11:15 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–75740; File No. SR–NYSE–
2015–36]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing of Proposed Rule Change
Amending Section 907.00 of the Listed
Company Manual (the ‘‘Manual’’) To (i)
Amend the Suite of Complimentary
Products and Services That Are
Offered to Certain Current and Newly
Listed Companies, (ii) Update the
Value of Complimentary Products and
Services Offered to Listed Companies,
and (iii) Provide That Complimentary
Products and Services Would Also Be
Offered to Companies that Transfer
Their Listing to the Exchange From
Another National Securities Exchange
August 19, 2015.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on August
11, 2015, 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 and II 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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
section 907.00 of the listed company
manual (the ‘‘manual’’) [sic] to (i)
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
12 15
U.S.C. 78s(b)(3)(A)(ii).
VerDate Sep<11>2014
17:10 Aug 24, 2015
13 17
Jkt 235001
PO 00000
CFR 200.30–3(a)(12).
Frm 00087
Fmt 4703
Sfmt 4703
51617
E:\FR\FM\25AUN1.SGM
25AUN1
51618
Federal Register / Vol. 80, No. 164 / Tuesday, August 25, 2015 / Notices
amend the suite of complimentary
products and services that are offered to
certain current and newly listed
companies, (ii) update the value of
complimentary products and services
offered to listed companies, and (iii)
provide that complimentary products
and services would also be offered to
companies that transfer their listing to
the exchange [sic] from another national
securities exchange. The text of the
proposed rule change is available on the
Exchange’s Web site at www.nyse.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
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.
asabaliauskas on DSK5VPTVN1PROD with NOTICES
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
In December 2013, The [sic] Exchange
adopted a rule to expand the suite of
complimentary products and services
that it offers to certain current and
newly listed companies on the
Exchange. Under this rule, certain
companies currently listed on the
Exchange (‘‘Eligible Current Listings’’)
are offered a suite of complimentary
products and services that varies
depending on the number of shares of
common stock or other equity security
that a company has outstanding.
Similarly, the Exchange presently offers
a suite of complimentary products and
services to (i) any U.S. company that
lists common stock on the Exchange for
the first time and any non-U.S. company
that lists an equity security on the
Exchange under Section 102.01 or
103.00 of the Manual for the first time,
regardless of whether such U.S. or nonU.S. company conducts an offering, and
(ii) any U.S. or non-U.S. company
emerging from a bankruptcy, spinoff
(where a company lists new shares in
the absence of a public offering), or
carve-out (where a company carves out
a business line or division, which then
VerDate Sep<11>2014
17:10 Aug 24, 2015
Jkt 235001
conducts a separate initial public
offering) (collectively, ‘‘Eligible New
Listings’’).
Based on the Exchange’s experience
offering complimentary products and
services to Eligible Current Listings and
Eligible New Listings, the Exchange
now proposes to amend Section 907.00
of the Manual to (i) amend the suite of
complimentary products and services
that are offered to Eligible Current
Listings and Eligible New Listings, and
(ii) update the value of complimentary
products and services offered to such
companies. The Exchange will further
amend Section 907.00 of the Manual to
specify that certain companies that
transfer their listing of common stock or
equity securities to the Exchange from
another national securities exchange
(‘‘Eligible Transfer Companies’’) will be
eligible to receive an enhanced package
of complimentary products and services
that is comparable to the package
offered to Eligible New Listings.
Currently, companies that transfer their
listing to the Exchange are offered
complimentary products and services
on the same terms as Eligible Current
Listings.
The Exchange proposes to update the
approximate commercial values of the
products and services it presently offers
to Eligible Current Listings and Eligible
New Listings. Based on conversations
with the vendors, the Exchange believes
that the updated values would more
accurately reflect the cost associated
with providing these products and
services. Accordingly, the approximate
commercial value of market surveillance
products and services would change
from $45,000 to $55,000 per annum, the
approximate commercial value of
corporate governance tools would
change from $20,000 to $50,000 per
annum, the approximate commercial
value of web-hosting products and
services would change from a range of
$12,000–16,000 to $16,000 per annum,
the approximate commercial value of
market analytics products and services
would change from $20,000 to $30,000
per annum and the approximate
commercial value of news distribution
products and services would change
from $10,000 to $20,000 per annum.
The Exchange also proposes to add
whistleblower hotline services (with a
commercial value of approximately
$4,000 annually) to the list of services
that it offers to all listed companies for
a period of 24 months. The Exchange
believes that having a whistleblower
hotline service is an essential
component of good corporate
governance and providing this service to
all listed companies would assist them
in complying with, among other things,
PO 00000
Frm 00088
Fmt 4703
Sfmt 4703
the requirements of the Sarbanes-Oxley
Act, Foreign Corrupt Practices Act and
UK Bribery Act.
The Exchange also proposes to
include web-casting services (with a
commercial value of approximately
$6,500 annually) as a separate category
of complimentary products and services
offered to certain issuers.4 Web-casting
services are an important tool utilized
by listed companies in connection with
their quarterly earnings release process.
Accordingly, the Exchange believes that
offering web-casts to certain issuers
would assist them in engaging with
their shareholders and effectively
disclosing information in connection
with their quarterly earnings releases.
The Exchange further proposes to
amend Section 907.00 of the Manual to
remove data room services and virtual
investor relation tools as a
complimentary product offered to all
listed companies. Since such products
were first offered by the Exchange, very
few listed companies have requested to
receive them. Based on this extremely
low demand, therefore, the Exchange
believes it is appropriate to discontinue
these offerings. The Exchange proposes
to replace these discontinued products
by offering a whistleblower hotline for
a period of 24 calendar months which,
for the reasons stated above, it believes
will be more useful to listed companies.
In addition, all listed companies will
continue to be eligible for some level of
complimentary products and services
via the Exchange’s Market Access
Center.
Currently, all listed issuers receive
some complimentary products and
services through NYSE Market Access
Center. The Exchange also offers
Eligible Current Listings a suite of
products and services that varies based
on the number of shares such
companies have issued and outstanding.
Eligible Current Listings that have more
than 270 million shares issued and
outstanding (each a ‘‘Tier One Eligible
Current Listing’’) are presently offered
(i) a choice of market surveillance,
corporate governance tools and advisory
services or market analytics products
and services, and (ii) web-hosting
products and services, on a
complimentary basis. Eligible Current
Listings that have between 160 million
and 269.9 million shares issued and
outstanding (each a ‘‘Tier Two Eligible
Current Listing’’) are presently offered a
4 The web-hosting product offered by the
Exchange provides eligible issuers with a Web site
containing business content that can be viewed by
investors. Web-casting services enable companies to
host interactive Web-casts to communicate with
investors. Eligible companies will receive four
interactive Web-casts each year.
E:\FR\FM\25AUN1.SGM
25AUN1
asabaliauskas on DSK5VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 164 / Tuesday, August 25, 2015 / Notices
choice of market analytics, corporate
governance tools or web-hosting
products and services. The Exchange
proposes to amend Section 907.00 to
delete corporate governance tools and
advisory services from the suite of
products offered to a Tier One Eligible
Current Listing and corporate
governance tools from the suite of
products offered to a Tier Two Eligible
Current Listing. In both cases, the
Exchange proposes to replace the
deleted service with web-casting
products and services. Based on
conversations with Tier One and Two
Eligible Current Listings, the Exchange
has learned that the corporate
governance services currently offered
are not as helpful to these more
established companies as they are to
newly listed companies that are
developing their corporate governance
policies and procedures. Accordingly,
the Exchange proposes to discontinue
offering its corporate governance
product to Tier One and Two Eligible
Current Listings due to low demand for
the service. For the reasons stated
above, the Exchange believes Eligible
Current Listings would find web-casting
services to be more useful to them than
the existing suites of corporate
governance offerings.
The Exchange currently offers Eligible
New Listings different products and
services based on such companies’
global market value. Eligible New
Listings with a global market value of
$400 million or more (each a ‘‘Tier A
Eligible New Listing’’) are presently
offered (i) market surveillance products
and services for a period of 12 calendar
months from the date of listing or (ii) a
choice of market analytics products and
services or corporate governance tools
for a period of 24 calendar months from
the date of listing. Eligible New Listings
with a global market value of less than
$400 million (each a ‘‘Tier B Eligible
New Listing’’) are presently offered webhosting and news distribution products
and services for a period of 24 months
from the date of listing. The Exchange
proposes to amend Section 907.00 to
provide that, in addition to the currently
offered market surveillance products
and services, Tier A Eligible New
Listings would be offered market
analytics, web-hosting, web-casting,
corporate governance tools, and news
distribution products and services, in
each case, for a period of 24 calendar
months. Because the Exchange will offer
each of these services to Tier A Eligible
New Listings for a period of 24 months,
it proposes to delete text from Section
907.00 that discusses providing certain
services for only 12 months as well as
VerDate Sep<11>2014
17:10 Aug 24, 2015
Jkt 235001
options for continuing such services at
the end of the initial 12 month period.
The Exchange also proposes to amend
Section 907.00 to provide that, in
addition to the currently offered webhosting and news distribution products
and services, Tier B Eligible New
Listings would be offered web-casting,
market analytics and corporate
governance tools, in each case, for a
period of 24 calendar months.
The Exchange believes that it is
appropriate to expand the suite of
complimentary products and services it
offers to Tier A and Tier B Eligible New
Listings because such companies are
listing on the Exchange for the first time
and frequently have greater needs with
respect to developing their corporate
governance and shareholder outreach
capabilities. Further, the Nasdaq Stock
Market (‘‘Nasdaq’’) offers comparable
complimentary products and services to
newly listed companies and the
Exchange believes that the proposed
changes would enable the Exchange to
compete for new listings.5
The Exchange faces competition in
the market for listing services. As part
of this competition, the Exchange seeks
to entice Nasdaq-listed companies to
transfer their listing to the Exchange.
Similarly, Nasdaq seeks to entice
Exchange-listed companies to transfer to
Nasdaq. The Exchange believes that one
way Nasdaq seeks to entice Exchangelisted companies to transfer to Nasdaq is
to offer such companies a suite of
complimentary products and services
that they do not currently receive on the
Exchange.6 For example, Nasdaq offers
5 Pursuant to Nasdaq Stock Market Rule IM–
5900–7, Nasdaq offers newly listed companies a
complimentary package of services that includes
whistleblower hotline, investor relations Web site,
press releases, interactive web-casting, market
analytics tools and, depending on a company’s size,
market surveillance tools. This suite of products in
this package is comparable to the suite that the
Exchange proposes to offer as described herein.
6 Under this proposed rule change, the Exchange
will offer Tier One Currently Listed Companies a
package of complimentary products and services
with a maximum value of $77,500. Tier Two
Currently Listed Companies will be offered a
package of complimentary products and services
with a maximum value of $30,000 per year. By
comparison, Nasdaq currently offers a suite of
complimentary products and services valued at
$125,500 per year for three years to transfer
companies with a market capitalization of $750
million or more and a suite of complimentary
products and services valued at $70,500 per year for
two years to transfer companies with a market
capitalization less than $750 million. Although the
Exchange offers its packages to Eligible Current
Listings indefinitely, it is worth noting that, due to
the eligibility requirements to be deemed an
Eligible Current Listing (i.e. shares issued and
outstanding), approximately 60% of companies
currently listed on the Exchange do not qualify for
any additional complimentary products and
services beyond the basic package that is offered to
all listed companies. Conversely, because Nasdaq
PO 00000
Frm 00089
Fmt 4703
Sfmt 4703
51619
transfer companies a package of
complimentary products and services
on the same terms that it offers such
package to new listings.7 Because the
Exchange believes that Nasdaq’s
approach may incentivize a company to
transfer its listing, the Exchange
proposes to amend Section 907.00 of the
Manual to enhance the package of
complimentary products and services
offered to Eligible Transfer Companies
beyond the package that transfer
companies are currently eligible to
receive as Eligible Current Listings. As
revised, Section 907.00 of the Manual
will entitle Eligible Transfer Companies
to receive a package of complimentary
products and services on largely the
same terms as it offers such packages to
Eligible New Listings.8 The one
difference between the packages that the
Exchange proposes to offer to Eligible
Transfer Companies and Eligible New
Listings is that the Exchange will not
offer corporate governance tools to
Eligible Transfer Companies. As
described herein, in the Exchange’s
experience such tools are not as useful
for established companies (which all
Eligible Transfer Companies would
presumably be) as they are for newly
listed companies.
The specific tools and services offered
by the products discussed herein will be
developed by the Exchange or by thirdparty vendors. NYSE Governance
Services 9 will offer and develop the
has no such minimum outstanding share
requirement, any Exchange-listed company that
transfers to Nasdaq is entitled, at a minimum to
$70,500 in complimentary products and services
per year for a period of two years.
7 See Footnote 4 [sic], infra, [sic] for a description
of the complimentary products and services that
Nasdaq offers to newly listed companies. Nasdaq
offers these same packages to companies that
transfer from the Exchange to Nasdaq.
8 Because the Exchange proposes to offer Eligible
Transfer Companies a package of complimentary
products and services comparable to the package
that it offers to Eligible New Listings, the Exchange
will utilize the same metric, i.e., global market
value, to determine eligibility for each designation
so as to avoid confusion. Currently, transfer
companies may receive complimentary products
and services if they qualify to be designated as an
Eligible Current Listing, such designation being
based on the number of outstanding shares of a
company’s equity securities. Under the proposed
rule change, Eligible Transfer Companies with a
global market value of $400 million or more will
be eligible to receive a suite of complimentary
products and services valued at $127,500 per year
for two years and Eligible Transfer Companies with
a global market value of less than $400 million will
be eligible to receive a suite of complimentary
products and services valued at $72,500 per year for
two years.
9 The Exchange believes that NYSE Governance
Services is not a ‘‘facility’’ of the Exchange. 15
U.S.C. 78c(a)(2). The Act defines ‘‘facility’’ to
include an exchange’s ‘‘premises, tangible or
intangible property whether on the premises or not,
any right to the use of such premises or property
E:\FR\FM\25AUN1.SGM
Continued
25AUN1
51620
Federal Register / Vol. 80, No. 164 / Tuesday, August 25, 2015 / Notices
asabaliauskas on DSK5VPTVN1PROD with NOTICES
corporate governance tools discussed
herein, but will not provide any other
service discussed herein. NYSE
Governance Services is an entity that is
owned by the Exchange’s parent
company and is a leading provider of
corporate governance, risk and
compliance services to a diverse set of
customers, including, among others,
companies listed on the Exchange.
Companies that are offered these
products are under no obligation to
accept them and a company’s listing on
the Exchange is not conditioned upon
acceptance of any product or service.
The Exchange notes that, from time to
time, companies elect to purchase
products and services from other
vendors at their own expense rather
than accepting comparable products and
services offered by the Exchange.
The Exchange has learned that
companies listing on the Exchange for
the first time often require a period of
time after listing to complete the
contracting and training process with
vendors providing the complimentary
products and services. Therefore, many
companies are not able to begin using
the suite of products offered to them
immediately on the date of listing. To
address this issue, the Exchange
proposes to amend Section 907.00 to
specify that if an Eligible New Listing or
Eligible Transfer Company begins using
a particular service within 30 days after
the date of listing, the complimentary
period begins on such date of first use.
In all other instances, the
complimentary period will begin on the
listing date.
Lastly, the Exchange proposes to
amend Section 907.00 to change the
term ‘‘newly listed issuer’’ to ‘‘Eligible
New Listing’’ and give such new term
the definition it is given herein.
Separately, because the Exchange
proposes to offer an enhanced package
of complimentary products and services
to Eligible Transfer Companies (as
opposed to the more limited package
that transfer companies currently
or any service thereof for the purpose of effecting
or reporting a transaction on an exchange
(including, among other things, any system or
communication to or from the exchange, by ticker
or otherwise, maintained by or with the consent of
the exchange), and any right of the exchange to the
use of any property or service.’’ NYSE Governance
Services is a distinct entity that is separate from the
Exchange and engages in a discrete line of business
that is not ‘‘for the purpose of effecting or reporting
a transaction’’ on an exchange. While this proposal
is being filed with the Commission under Section
19(b)(2) of the Act because it relates to services
offered in connection with a listing on the
Exchange, the Exchange does not believe it is
required to file NYSE Governance Services’ price
schedule or changes that do not relate to services
offered in connection with a listing on the
Exchange.
VerDate Sep<11>2014
17:10 Aug 24, 2015
Jkt 235001
receive if they qualify as an Eligible
Current Listing), the Exchange proposes
to amend Section 907.00 to include a
definition for such category of listed
companies. Throughout the entirety of
Section 907.00 of the Manual, the
Exchange proposes to change the term
‘‘currently listed issuers’’ to ‘‘Eligible
Current Listings.’’10 As transfer
companies will no longer be treated on
the same terms as Eligible Current
Listings, but will instead receive
complimentary products and services as
a separate category of issuer under the
proposed rule, the Exchange does not
believe there could be any inference that
a transfer company is included in the
definition of Eligible New Listing.
Therefore, the Exchange proposes to
delete obsolete text to this effect from
Section 907.00.
The Exchange also proposes to amend
the first paragraph of Section 907.00 of
the Manual to specify that it will offer
certain complimentary products and
services and access to discounted thirdparty products and services through the
NYSE Market Access Center to both
currently and newly listed issuers,
whereas previously it stated such
services were only offered to currently
listed issuers.
The Exchange will implement the
proposed rule upon approval. Any
Eligible New Listing that listed on the
Exchange prior to approval of the
proposed rule will continue to receive
services under the terms of the current
rule. Therefore, for as long as any
Eligible New Listing is receiving
services under the terms of Section
907.00 of the Manual as currently in
effect, the Exchange will maintain a
link 11 to such section in the
Introductory Note to Section 907.00.
With respect to Eligible Current
Listings, such companies will be offered
Web-casting and whistleblower services
as described herein from the date of
approval. Further, as discussed above,
the Exchange proposes to discontinue
offering complimentary corporate
governance services to Eligible Current
Listings due to a low demand for that
product. Notwithstanding the approval
of the proposed rule change, however,
to the extent that the Exchange has
already paid a third-party provider
(prior to approval) for corporate
governance services to an Eligible
Current Listing, such complimentary
service will continue until the payments
run out. Once any pre-approval
10 As described above in the definition of
‘‘Eligible Current Listing,’’ in order to qualify for
such designation, a company must have equity
securities listed on the Exchange.
11 https://www.nyse.com/get-started/reference.
PO 00000
Frm 00090
Fmt 4703
Sfmt 4703
payments run out, such services will be
discontinued. The Exchange expects all
corporate governance services to
Eligible Current Listings to be
completely discontinued no later than
early 2016.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,12 in general, and
furthers the objectives of Sections
6(b)(4) 13 of the Act, in particular, in that
it is designed to provide for the
equitable allocation of reasonable dues,
fees, and other charges among its
members and issuers and other persons
using its facilities. The Exchange also
believes that the proposed rule change
is consistent with Section 6(b)(5)14 of
the Act in that it is not designed to
permit unfair discrimination between
customers, issuers, brokers, or dealers.
The Exchange believes that it is
reasonable to offer complimentary
products and services to attract new
listings, retain currently listed issuers,
and respond to competitive pressures.
The Exchange faces competition in the
market for listing services and it
competes, in part, by improving the
quality of the services that it offers to
listed companies. By offering products
and services on a complimentary basis
and ensuring that it is offering the
services most valued by its listed
issuers, the Exchange will improve the
quality of the services that listed
companies receive.
The Exchange believes it is
appropriate to expand the suite of
complimentary products and services
offered to Tier A and Tier B Eligible
New Listings and to offer such
complimentary products and services to
Tier A and Tier B Eligible Transfer
Companies because such services will
ease the transition of companies that are
becoming public for the first time or
transferring their listing to a new
exchange. Further, Nasdaq offers a
comparable suite of complimentary
products and services to new listings
and transfers and the proposed rule
change will enable the Exchange to
more effectively compete for listings.
The Exchange believes it is
appropriate to remove corporate
governance services from the list of
complimentary products and services
that it offers to Tier One and Tier Two
Eligible Current Listings and to not offer
such services to Eligible Transfer
Companies because, as described
herein, such services are less beneficial
12 15
U.S.C. 78f(b).
U.S.C. 78f(b)(4).
14 15 U.S.C. 78f(b)(5).
13 15
E:\FR\FM\25AUN1.SGM
25AUN1
asabaliauskas on DSK5VPTVN1PROD with NOTICES
Federal Register / Vol. 80, No. 164 / Tuesday, August 25, 2015 / Notices
to established companies than they are
to Eligible New Listings. Further, very
few Tier One and Tier Two Eligible
Current Listings presently seek to
receive such services.
The Exchange believes that its
proposal to enhance the package of
complimentary products and services
that it offers to Eligible Transfer
Companies from the suite such
companies are currently offered as
Eligible Current Listings is consistent
with Sections 6(b)(8) 15 of the Act in that
it does not impose any burden on
competition that is not necessary or
appropriate in furtherance of the
purposes of the Act. As described above,
the Exchange competes with Nasdaq for
listings. Currently, Nasdaq offers the
same suite of complimentary products
and services to new listings as it does
to listings that transfer to its market. The
Exchange believes, therefore, that its
proposal to more closely align 16 the
suite of complimentary products and
services that it offers Eligible New
Listings and Eligible Transfer
Companies will enhance its ability to
compete with Nasdaq by enabling it to
offer transfers from Nasdaq a similar
package to that currently offered to
Exchange companies by Nasdaq.
With respect to the addition of Webcasting as a product offered to each tier
of Eligible Current Listings, Eligible
New Listings and Eligible Transfer
Companies, the Exchange believes that
it is reasonable to offer this product
because listed companies have
indicated to the Exchange that such
Web-casting products would be
beneficial to their shareholder outreach
initiatives.
Lastly, the Exchange believes it is
reasonable, equitable and not unfairly
discriminatory to offer complimentary
whistleblower services to all companies
listed on the Exchange in lieu of data
room services and virtual investor
relation tools for which there was very
little demand. Companies are not forced
or required to utilize the complimentary
products and services as a condition of
listing. All companies will continue to
receive some level of free services.
Allowing companies up to 30 days
after their listing to start using the
complimentary products and services is
a reflection of the Exchange’s
experience that it can take companies a
period of time to review and complete
necessary contracts and training for
15 15
U.S.C. 78f(b)(8).
16 As discussed above, the package of
complimentary products and services offered to
Eligible New Listings and Eligible Transfer
Companies will be identical except that Eligible
Transfer Companies will not be offered corporate
governance tools.
VerDate Sep<11>2014
17:10 Aug 24, 2015
Jkt 235001
services following their listing.
Allowing this modest 30 day period, if
the company needs it, helps ensure that
the company will have the benefit of the
full period permitted under the rule to
actually use the services, thus giving
companies the full intended benefit.
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 change amends the suite of
products and services offered to certain
listed companies. The proposed rule
change also allows for an enhanced
package of complimentary products and
services to be offered to Eligible
Transfer Companies as opposed to the
package they are currently offered as
Eligible Current Listings. All similarly
situated companies are eligible for the
same package of services. Further, the
Exchange notes that Nasdaq already
offers a similar suite of complimentary
products and services to companies
initially listing or transferring their
listing to its market. Therefore, the
proposed changes to Section 907.00 of
the Manual will increase competition by
enabling the Exchange to more
effectively compete 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 solicited
or received with respect to the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period
up to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the self-regulatory organization
consents, the Commission will:
(A) By order approve or disapprove
such proposed rule change, or
(B) Institute proceedings to determine
whether the proposed rule change
should be 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.
PO 00000
Frm 00091
Fmt 4703
Sfmt 9990
51621
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–
NYSE–2015–36 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Brent J. Fields, Secretary, Securities
and Exchange Commission, 100 F Street
NE., Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NYSE–2015–36. 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–NYSE–
2015–36, and should be submitted on or
before September 15, 2015.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.17
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015–20934 Filed 8–24–15; 8:45 am]
BILLING CODE 8011–01–P
17 17
E:\FR\FM\25AUN1.SGM
CFR 200.30–3(a)(12).
25AUN1
]]>Agencies
[Federal Register Volume 80, Number 164 (Tuesday, August 25, 2015)]
[Notices]
[Pages 51617-51621]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-20934]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-75740; File No. SR-NYSE-2015-36]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change Amending Section 907.00 of the
Listed Company Manual (the ``Manual'') To (i) Amend the Suite of
Complimentary Products and Services That Are Offered to Certain Current
and Newly Listed Companies, (ii) Update the Value of Complimentary
Products and Services Offered to Listed Companies, and (iii) Provide
That Complimentary Products and Services Would Also Be Offered to
Companies that Transfer Their Listing to the Exchange From Another
National Securities Exchange
August 19, 2015.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on August 11, 2015, 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
and II 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.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend section 907.00 of the listed company
manual (the ``manual'') [sic] to (i)
[[Page 51618]]
amend the suite of complimentary products and services that are offered
to certain current and newly listed companies, (ii) update the value of
complimentary products and services offered to listed companies, and
(iii) provide that complimentary products and services would also be
offered to companies that transfer their listing to the exchange [sic]
from another national securities exchange. The text of the proposed
rule change is available on the Exchange's Web site at www.nyse.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 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
In December 2013, The [sic] Exchange adopted a rule to expand the
suite of complimentary products and services that it offers to certain
current and newly listed companies on the Exchange. Under this rule,
certain companies currently listed on the Exchange (``Eligible Current
Listings'') are offered a suite of complimentary products and services
that varies depending on the number of shares of common stock or other
equity security that a company has outstanding. Similarly, the Exchange
presently offers a suite of complimentary products and services to (i)
any U.S. company that lists common stock on the Exchange for the first
time and any non-U.S. company that lists an equity security on the
Exchange under Section 102.01 or 103.00 of the Manual for the first
time, regardless of whether such U.S. or non-U.S. company conducts an
offering, and (ii) any U.S. or non-U.S. company emerging from a
bankruptcy, spinoff (where a company lists new shares in the absence of
a public offering), or carve-out (where a company carves out a business
line or division, which then conducts a separate initial public
offering) (collectively, ``Eligible New Listings'').
Based on the Exchange's experience offering complimentary products
and services to Eligible Current Listings and Eligible New Listings,
the Exchange now proposes to amend Section 907.00 of the Manual to (i)
amend the suite of complimentary products and services that are offered
to Eligible Current Listings and Eligible New Listings, and (ii) update
the value of complimentary products and services offered to such
companies. The Exchange will further amend Section 907.00 of the Manual
to specify that certain companies that transfer their listing of common
stock or equity securities to the Exchange from another national
securities exchange (``Eligible Transfer Companies'') will be eligible
to receive an enhanced package of complimentary products and services
that is comparable to the package offered to Eligible New Listings.
Currently, companies that transfer their listing to the Exchange are
offered complimentary products and services on the same terms as
Eligible Current Listings.
The Exchange proposes to update the approximate commercial values
of the products and services it presently offers to Eligible Current
Listings and Eligible New Listings. Based on conversations with the
vendors, the Exchange believes that the updated values would more
accurately reflect the cost associated with providing these products
and services. Accordingly, the approximate commercial value of market
surveillance products and services would change from $45,000 to $55,000
per annum, the approximate commercial value of corporate governance
tools would change from $20,000 to $50,000 per annum, the approximate
commercial value of web-hosting products and services would change from
a range of $12,000-16,000 to $16,000 per annum, the approximate
commercial value of market analytics products and services would change
from $20,000 to $30,000 per annum and the approximate commercial value
of news distribution products and services would change from $10,000 to
$20,000 per annum.
The Exchange also proposes to add whistleblower hotline services
(with a commercial value of approximately $4,000 annually) to the list
of services that it offers to all listed companies for a period of 24
months. The Exchange believes that having a whistleblower hotline
service is an essential component of good corporate governance and
providing this service to all listed companies would assist them in
complying with, among other things, the requirements of the Sarbanes-
Oxley Act, Foreign Corrupt Practices Act and UK Bribery Act.
The Exchange also proposes to include web-casting services (with a
commercial value of approximately $6,500 annually) as a separate
category of complimentary products and services offered to certain
issuers.\4\ Web-casting services are an important tool utilized by
listed companies in connection with their quarterly earnings release
process. Accordingly, the Exchange believes that offering web-casts to
certain issuers would assist them in engaging with their shareholders
and effectively disclosing information in connection with their
quarterly earnings releases.
---------------------------------------------------------------------------
\4\ The web-hosting product offered by the Exchange provides
eligible issuers with a Web site containing business content that
can be viewed by investors. Web-casting services enable companies to
host interactive Web-casts to communicate with investors. Eligible
companies will receive four interactive Web-casts each year.
---------------------------------------------------------------------------
The Exchange further proposes to amend Section 907.00 of the Manual
to remove data room services and virtual investor relation tools as a
complimentary product offered to all listed companies. Since such
products were first offered by the Exchange, very few listed companies
have requested to receive them. Based on this extremely low demand,
therefore, the Exchange believes it is appropriate to discontinue these
offerings. The Exchange proposes to replace these discontinued products
by offering a whistleblower hotline for a period of 24 calendar months
which, for the reasons stated above, it believes will be more useful to
listed companies. In addition, all listed companies will continue to be
eligible for some level of complimentary products and services via the
Exchange's Market Access Center.
Currently, all listed issuers receive some complimentary products
and services through NYSE Market Access Center. The Exchange also
offers Eligible Current Listings a suite of products and services that
varies based on the number of shares such companies have issued and
outstanding. Eligible Current Listings that have more than 270 million
shares issued and outstanding (each a ``Tier One Eligible Current
Listing'') are presently offered (i) a choice of market surveillance,
corporate governance tools and advisory services or market analytics
products and services, and (ii) web-hosting products and services, on a
complimentary basis. Eligible Current Listings that have between 160
million and 269.9 million shares issued and outstanding (each a ``Tier
Two Eligible Current Listing'') are presently offered a
[[Page 51619]]
choice of market analytics, corporate governance tools or web-hosting
products and services. The Exchange proposes to amend Section 907.00 to
delete corporate governance tools and advisory services from the suite
of products offered to a Tier One Eligible Current Listing and
corporate governance tools from the suite of products offered to a Tier
Two Eligible Current Listing. In both cases, the Exchange proposes to
replace the deleted service with web-casting products and services.
Based on conversations with Tier One and Two Eligible Current Listings,
the Exchange has learned that the corporate governance services
currently offered are not as helpful to these more established
companies as they are to newly listed companies that are developing
their corporate governance policies and procedures. Accordingly, the
Exchange proposes to discontinue offering its corporate governance
product to Tier One and Two Eligible Current Listings due to low demand
for the service. For the reasons stated above, the Exchange believes
Eligible Current Listings would find web-casting services to be more
useful to them than the existing suites of corporate governance
offerings.
The Exchange currently offers Eligible New Listings different
products and services based on such companies' global market value.
Eligible New Listings with a global market value of $400 million or
more (each a ``Tier A Eligible New Listing'') are presently offered (i)
market surveillance products and services for a period of 12 calendar
months from the date of listing or (ii) a choice of market analytics
products and services or corporate governance tools for a period of 24
calendar months from the date of listing. Eligible New Listings with a
global market value of less than $400 million (each a ``Tier B Eligible
New Listing'') are presently offered web-hosting and news distribution
products and services for a period of 24 months from the date of
listing. The Exchange proposes to amend Section 907.00 to provide that,
in addition to the currently offered market surveillance products and
services, Tier A Eligible New Listings would be offered market
analytics, web-hosting, web-casting, corporate governance tools, and
news distribution products and services, in each case, for a period of
24 calendar months. Because the Exchange will offer each of these
services to Tier A Eligible New Listings for a period of 24 months, it
proposes to delete text from Section 907.00 that discusses providing
certain services for only 12 months as well as options for continuing
such services at the end of the initial 12 month period.
The Exchange also proposes to amend Section 907.00 to provide that,
in addition to the currently offered web-hosting and news distribution
products and services, Tier B Eligible New Listings would be offered
web-casting, market analytics and corporate governance tools, in each
case, for a period of 24 calendar months.
The Exchange believes that it is appropriate to expand the suite of
complimentary products and services it offers to Tier A and Tier B
Eligible New Listings because such companies are listing on the
Exchange for the first time and frequently have greater needs with
respect to developing their corporate governance and shareholder
outreach capabilities. Further, the Nasdaq Stock Market (``Nasdaq'')
offers comparable complimentary products and services to newly listed
companies and the Exchange believes that the proposed changes would
enable the Exchange to compete for new listings.\5\
---------------------------------------------------------------------------
\5\ Pursuant to Nasdaq Stock Market Rule IM-5900-7, Nasdaq
offers newly listed companies a complimentary package of services
that includes whistleblower hotline, investor relations Web site,
press releases, interactive web-casting, market analytics tools and,
depending on a company's size, market surveillance tools. This suite
of products in this package is comparable to the suite that the
Exchange proposes to offer as described herein.
---------------------------------------------------------------------------
The Exchange faces competition in the market for listing services.
As part of this competition, the Exchange seeks to entice Nasdaq-listed
companies to transfer their listing to the Exchange. Similarly, Nasdaq
seeks to entice Exchange-listed companies to transfer to Nasdaq. The
Exchange believes that one way Nasdaq seeks to entice Exchange-listed
companies to transfer to Nasdaq is to offer such companies a suite of
complimentary products and services that they do not currently receive
on the Exchange.\6\ For example, Nasdaq offers transfer companies a
package of complimentary products and services on the same terms that
it offers such package to new listings.\7\ Because the Exchange
believes that Nasdaq's approach may incentivize a company to transfer
its listing, the Exchange proposes to amend Section 907.00 of the
Manual to enhance the package of complimentary products and services
offered to Eligible Transfer Companies beyond the package that transfer
companies are currently eligible to receive as Eligible Current
Listings. As revised, Section 907.00 of the Manual will entitle
Eligible Transfer Companies to receive a package of complimentary
products and services on largely the same terms as it offers such
packages to Eligible New Listings.\8\ The one difference between the
packages that the Exchange proposes to offer to Eligible Transfer
Companies and Eligible New Listings is that the Exchange will not offer
corporate governance tools to Eligible Transfer Companies. As described
herein, in the Exchange's experience such tools are not as useful for
established companies (which all Eligible Transfer Companies would
presumably be) as they are for newly listed companies.
---------------------------------------------------------------------------
\6\ Under this proposed rule change, the Exchange will offer
Tier One Currently Listed Companies a package of complimentary
products and services with a maximum value of $77,500. Tier Two
Currently Listed Companies will be offered a package of
complimentary products and services with a maximum value of $30,000
per year. By comparison, Nasdaq currently offers a suite of
complimentary products and services valued at $125,500 per year for
three years to transfer companies with a market capitalization of
$750 million or more and a suite of complimentary products and
services valued at $70,500 per year for two years to transfer
companies with a market capitalization less than $750 million.
Although the Exchange offers its packages to Eligible Current
Listings indefinitely, it is worth noting that, due to the
eligibility requirements to be deemed an Eligible Current Listing
(i.e. shares issued and outstanding), approximately 60% of companies
currently listed on the Exchange do not qualify for any additional
complimentary products and services beyond the basic package that is
offered to all listed companies. Conversely, because Nasdaq has no
such minimum outstanding share requirement, any Exchange-listed
company that transfers to Nasdaq is entitled, at a minimum to
$70,500 in complimentary products and services per year for a period
of two years.
\7\ See Footnote 4 [sic], infra, [sic] for a description of the
complimentary products and services that Nasdaq offers to newly
listed companies. Nasdaq offers these same packages to companies
that transfer from the Exchange to Nasdaq.
\8\ Because the Exchange proposes to offer Eligible Transfer
Companies a package of complimentary products and services
comparable to the package that it offers to Eligible New Listings,
the Exchange will utilize the same metric, i.e., global market
value, to determine eligibility for each designation so as to avoid
confusion. Currently, transfer companies may receive complimentary
products and services if they qualify to be designated as an
Eligible Current Listing, such designation being based on the number
of outstanding shares of a company's equity securities. Under the
proposed rule change, Eligible Transfer Companies with a global
market value of $400 million or more will be eligible to receive a
suite of complimentary products and services valued at $127,500 per
year for two years and Eligible Transfer Companies with a global
market value of less than $400 million will be eligible to receive a
suite of complimentary products and services valued at $72,500 per
year for two years.
---------------------------------------------------------------------------
The specific tools and services offered by the products discussed
herein will be developed by the Exchange or by third-party vendors.
NYSE Governance Services \9\ will offer and develop the
[[Page 51620]]
corporate governance tools discussed herein, but will not provide any
other service discussed herein. NYSE Governance Services is an entity
that is owned by the Exchange's parent company and is a leading
provider of corporate governance, risk and compliance services to a
diverse set of customers, including, among others, companies listed on
the Exchange. Companies that are offered these products are under no
obligation to accept them and a company's listing on the Exchange is
not conditioned upon acceptance of any product or service. The Exchange
notes that, from time to time, companies elect to purchase products and
services from other vendors at their own expense rather than accepting
comparable products and services offered by the Exchange.
---------------------------------------------------------------------------
\9\ The Exchange believes that NYSE Governance Services is not a
``facility'' of the Exchange. 15 U.S.C. 78c(a)(2). The Act defines
``facility'' to include an exchange's ``premises, tangible or
intangible property whether on the premises or not, any right to the
use of such premises or property or any service thereof for the
purpose of effecting or reporting a transaction on an exchange
(including, among other things, any system or communication to or
from the exchange, by ticker or otherwise, maintained by or with the
consent of the exchange), and any right of the exchange to the use
of any property or service.'' NYSE Governance Services is a distinct
entity that is separate from the Exchange and engages in a discrete
line of business that is not ``for the purpose of effecting or
reporting a transaction'' on an exchange. While this proposal is
being filed with the Commission under Section 19(b)(2) of the Act
because it relates to services offered in connection with a listing
on the Exchange, the Exchange does not believe it is required to
file NYSE Governance Services' price schedule or changes that do not
relate to services offered in connection with a listing on the
Exchange.
---------------------------------------------------------------------------
The Exchange has learned that companies listing on the Exchange for
the first time often require a period of time after listing to complete
the contracting and training process with vendors providing the
complimentary products and services. Therefore, many companies are not
able to begin using the suite of products offered to them immediately
on the date of listing. To address this issue, the Exchange proposes to
amend Section 907.00 to specify that if an Eligible New Listing or
Eligible Transfer Company begins using a particular service within 30
days after the date of listing, the complimentary period begins on such
date of first use. In all other instances, the complimentary period
will begin on the listing date.
Lastly, the Exchange proposes to amend Section 907.00 to change the
term ``newly listed issuer'' to ``Eligible New Listing'' and give such
new term the definition it is given herein. Separately, because the
Exchange proposes to offer an enhanced package of complimentary
products and services to Eligible Transfer Companies (as opposed to the
more limited package that transfer companies currently receive if they
qualify as an Eligible Current Listing), the Exchange proposes to amend
Section 907.00 to include a definition for such category of listed
companies. Throughout the entirety of Section 907.00 of the Manual, the
Exchange proposes to change the term ``currently listed issuers'' to
``Eligible Current Listings.''\10\ As transfer companies will no longer
be treated on the same terms as Eligible Current Listings, but will
instead receive complimentary products and services as a separate
category of issuer under the proposed rule, the Exchange does not
believe there could be any inference that a transfer company is
included in the definition of Eligible New Listing. Therefore, the
Exchange proposes to delete obsolete text to this effect from Section
907.00.
---------------------------------------------------------------------------
\10\ As described above in the definition of ``Eligible Current
Listing,'' in order to qualify for such designation, a company must
have equity securities listed on the Exchange.
---------------------------------------------------------------------------
The Exchange also proposes to amend the first paragraph of Section
907.00 of the Manual to specify that it will offer certain
complimentary products and services and access to discounted third-
party products and services through the NYSE Market Access Center to
both currently and newly listed issuers, whereas previously it stated
such services were only offered to currently listed issuers.
The Exchange will implement the proposed rule upon approval. Any
Eligible New Listing that listed on the Exchange prior to approval of
the proposed rule will continue to receive services under the terms of
the current rule. Therefore, for as long as any Eligible New Listing is
receiving services under the terms of Section 907.00 of the Manual as
currently in effect, the Exchange will maintain a link \11\ to such
section in the Introductory Note to Section 907.00.
---------------------------------------------------------------------------
\11\ https://www.nyse.com/get-started/reference.
---------------------------------------------------------------------------
With respect to Eligible Current Listings, such companies will be
offered Web-casting and whistleblower services as described herein from
the date of approval. Further, as discussed above, the Exchange
proposes to discontinue offering complimentary corporate governance
services to Eligible Current Listings due to a low demand for that
product. Notwithstanding the approval of the proposed rule change,
however, to the extent that the Exchange has already paid a third-party
provider (prior to approval) for corporate governance services to an
Eligible Current Listing, such complimentary service will continue
until the payments run out. Once any pre-approval payments run out,
such services will be discontinued. The Exchange expects all corporate
governance services to Eligible Current Listings to be completely
discontinued no later than early 2016.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\12\ in general, and furthers the
objectives of Sections 6(b)(4) \13\ of the Act, in particular, in that
it is designed to provide for the equitable allocation of reasonable
dues, fees, and other charges among its members and issuers and other
persons using its facilities. The Exchange also believes that the
proposed rule change is consistent with Section 6(b)(5)\14\ of the Act
in that it is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------
\12\ 15 U.S.C. 78f(b).
\13\ 15 U.S.C. 78f(b)(4).
\14\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Exchange believes that it is reasonable to offer complimentary
products and services to attract new listings, retain currently listed
issuers, and respond to competitive pressures. The Exchange faces
competition in the market for listing services and it competes, in
part, by improving the quality of the services that it offers to listed
companies. By offering products and services on a complimentary basis
and ensuring that it is offering the services most valued by its listed
issuers, the Exchange will improve the quality of the services that
listed companies receive.
The Exchange believes it is appropriate to expand the suite of
complimentary products and services offered to Tier A and Tier B
Eligible New Listings and to offer such complimentary products and
services to Tier A and Tier B Eligible Transfer Companies because such
services will ease the transition of companies that are becoming public
for the first time or transferring their listing to a new exchange.
Further, Nasdaq offers a comparable suite of complimentary products and
services to new listings and transfers and the proposed rule change
will enable the Exchange to more effectively compete for listings.
The Exchange believes it is appropriate to remove corporate
governance services from the list of complimentary products and
services that it offers to Tier One and Tier Two Eligible Current
Listings and to not offer such services to Eligible Transfer Companies
because, as described herein, such services are less beneficial
[[Page 51621]]
to established companies than they are to Eligible New Listings.
Further, very few Tier One and Tier Two Eligible Current Listings
presently seek to receive such services.
The Exchange believes that its proposal to enhance the package of
complimentary products and services that it offers to Eligible Transfer
Companies from the suite such companies are currently offered as
Eligible Current Listings is consistent with Sections 6(b)(8) \15\ of
the Act in that it does not impose any burden on competition that is
not necessary or appropriate in furtherance of the purposes of the Act.
As described above, the Exchange competes with Nasdaq for listings.
Currently, Nasdaq offers the same suite of complimentary products and
services to new listings as it does to listings that transfer to its
market. The Exchange believes, therefore, that its proposal to more
closely align \16\ the suite of complimentary products and services
that it offers Eligible New Listings and Eligible Transfer Companies
will enhance its ability to compete with Nasdaq by enabling it to offer
transfers from Nasdaq a similar package to that currently offered to
Exchange companies by Nasdaq.
---------------------------------------------------------------------------
\15\ 15 U.S.C. 78f(b)(8).
\16\ As discussed above, the package of complimentary products
and services offered to Eligible New Listings and Eligible Transfer
Companies will be identical except that Eligible Transfer Companies
will not be offered corporate governance tools.
---------------------------------------------------------------------------
With respect to the addition of Web-casting as a product offered to
each tier of Eligible Current Listings, Eligible New Listings and
Eligible Transfer Companies, the Exchange believes that it is
reasonable to offer this product because listed companies have
indicated to the Exchange that such Web-casting products would be
beneficial to their shareholder outreach initiatives.
Lastly, the Exchange believes it is reasonable, equitable and not
unfairly discriminatory to offer complimentary whistleblower services
to all companies listed on the Exchange in lieu of data room services
and virtual investor relation tools for which there was very little
demand. Companies are not forced or required to utilize the
complimentary products and services as a condition of listing. All
companies will continue to receive some level of free services.
Allowing companies up to 30 days after their listing to start using
the complimentary products and services is a reflection of the
Exchange's experience that it can take companies a period of time to
review and complete necessary contracts and training for services
following their listing. Allowing this modest 30 day period, if the
company needs it, helps ensure that the company will have the benefit
of the full period permitted under the rule to actually use the
services, thus giving companies the full intended benefit.
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 change amends
the suite of products and services offered to certain listed companies.
The proposed rule change also allows for an enhanced package of
complimentary products and services to be offered to Eligible Transfer
Companies as opposed to the package they are currently offered as
Eligible Current Listings. All similarly situated companies are
eligible for the same package of services. Further, the Exchange notes
that Nasdaq already offers a similar suite of complimentary products
and services to companies initially listing or transferring their
listing to its market. Therefore, the proposed changes to Section
907.00 of the Manual will increase competition by enabling the Exchange
to more effectively compete 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 solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) By order approve or disapprove such proposed rule change, or
(B) Institute proceedings to determine whether the proposed rule
change should be 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-NYSE-2015-36 on the subject line.
Paper Comments
Send paper comments in triplicate to Brent J. Fields,
Secretary, Securities and Exchange Commission, 100 F Street NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2015-36. 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-NYSE-2015-36, and should be
submitted on or before September 15, 2015.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
---------------------------------------------------------------------------
\17\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-20934 Filed 8-24-15; 8:45 am]
BILLING CODE 8011-01-P
