Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Waive Nasdaq's Entry Fee When a New Entity Lists in Connection With Certain Transactions Between Two or More Nasdaq-Listed Companies, 47780-47782 [2017-22159]
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47780
Federal Register / Vol. 82, No. 197 / Friday, October 13, 2017 / Notices
asabaliauskas on DSKBBXCHB2PROD with NOTICES
to negotiated service agreement(s). The
request(s) may propose the addition or
removal of a negotiated service
agreement from the market dominant or
the competitive product list, or the
modification of an existing product
currently appearing on the market
dominant or the competitive product
list.
Section II identifies the docket
number(s) associated with each Postal
Service request, the title of each Postal
Service request, the request’s acceptance
date, and the authority cited by the
Postal Service for each request. For each
request, the Commission appoints an
officer of the Commission to represent
the interests of the general public in the
proceeding, pursuant to 39 U.S.C. 505
(Public Representative). Section II also
establishes comment deadline(s)
pertaining to each request.
The public portions of the Postal
Service’s request(s) can be accessed via
the Commission’s Web site (https://
www.prc.gov). Non-public portions of
the Postal Service’s request(s), if any,
can be accessed through compliance
with the requirements of 39 CFR
3007.40.
The Commission invites comments on
whether the Postal Service’s request(s)
in the captioned docket(s) are consistent
with the policies of title 39. For
request(s) that the Postal Service states
concern market dominant product(s),
applicable statutory and regulatory
requirements include 39 U.S.C. 3622, 39
U.S.C. 3642, 39 CFR part 3010, and 39
CFR part 3020, subpart B. For request(s)
that the Postal Service states concern
competitive product(s), applicable
statutory and regulatory requirements
include 39 U.S.C. 3632, 39 U.S.C. 3633,
39 U.S.C. 3642, 39 CFR part 3015, and
39 CFR part 3020, subpart B. Comment
deadline(s) for each request appear in
section II.
II. Docketed Proceeding(s)
1. Docket No(s).: CP2017–213; Filing
Title: Notice of the United States Postal
Service of Filing a Modification to a
Global Expedited Package Services 7
Negotiated Service Agreement; Filing
Acceptance Date: October 6, 2017;
Filing Authority: 39 CFR 3015.5; Public
Representative: Kenneth R. Moeller;
Comments Due: October 17, 2017.
2. Docket No(s).: MC2018–4 and
CP2018–6; Filing Title: Request of the
United States Postal Service to add
Priority Mail Contract 367 to
Competitive Product List and Notice of
Filing (Under Seal) of Unredacted
Governors’ Decision. Contract, and
Supporting Data; Filing Acceptance
Date: October 6, 2017; Filing Authority:
39 U.S.C. 3642 and 39 CFR 3020.30 et
VerDate Sep<11>2014
18:05 Oct 12, 2017
Jkt 244001
seq.; Public Representative: Michael L.
Leibert; Comments Due: October 17,
2017.
3. Docket No(s).: MC2018–5 and
CP2018–7; Filing Title: Request of the
United States Postal Service to add
Priority Mail Contract 368 to
Competitive Product List and Notice of
Filing (Under Seal) of Unredacted
Governors’ Decision. Contract, and
Supporting Data; Filing Acceptance
Date: October 6, 2017; Filing Authority:
39 U.S.C. 3642 and 39 CFR 3020.30 et
seq.; Public Representative: Michael L.
Leibert; Comments Due: October 17,
2017.
This notice will be published in the
Federal Register.
Stacy L. Ruble,
Secretary.
[FR Doc. 2017–22226 Filed 10–12–17; 8:45 am]
BILLING CODE 7710–FW–P
POSTAL SERVICE
Product Change—Priority Mail
Negotiated Service Agreement
AGENCY:
ACTION:
Postal ServiceTM.
Notice.
The Postal Service gives
notice of filing a request with the Postal
Regulatory Commission to add a
domestic shipping services contract to
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
SUMMARY:
DATES:
Date of notice: October 13, 2017.
FOR FURTHER INFORMATION CONTACT:
Elizabeth A. Reed, 202–268–3179.
The
hereby
United States Postal
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on October 6, 2017,
it filed with the Postal Regulatory
Commission a Request of the United
States Postal Service to Add Priority
Mail Contract 368 to Competitive
Product List. Documents are available at
www.prc.gov, Docket Nos. MC2018–5,
CP2018–7.
SUPPLEMENTARY INFORMATION:
Service®
Elizabeth A. Reed,
Attorney, Corporate and Postal Business Law.
[FR Doc. 2017–22038 Filed 10–12–17; 8:45 am]
BILLING CODE 7710–12–P
PO 00000
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–81837; File No. SR–
NASDAQ–2017–096]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Waive
Nasdaq’s Entry Fee When a New Entity
Lists in Connection With Certain
Transactions Between Two or More
Nasdaq-Listed Companies
October 6, 2017.
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
September 26, 2017, The NASDAQ
Stock Market LLC (‘‘Nasdaq’’ or the
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to waive
Nasdaq’s Entry Fee when a new entity
lists in connection with a transaction
between two or more Nasdaq-listed
companies (or involving assets from
such companies), where at least one of
the Nasdaq-listed companies ceases to
be separately listed.
The text of the proposed rule change
is set forth below. Proposed new
language is italicized; deleted text is in
brackets.
*
*
*
*
*
5910. The Nasdaq Global Market
(including the Nasdaq Global Select
Market)
(a) Entry Fee
(1)–(6) No change.
(7) The fees described in this Rule
5910(a) shall not be applicable with
respect to any securities that:
(i) No change.
(ii) are listed on the New York Stock
Exchange and Nasdaq, if the issuer of
such securities ceases to maintain their
listing on the New York Stock Exchange
and the securities instead are designated
as national market securities under Rule
5220; [or]
(iii) are listed on another national
securities exchange but not listed on
1 15
2 17
Frm 00094
Fmt 4703
Sfmt 4703
E:\FR\FM\13OCN1.SGM
U.S.C. 78s(b)(1).
CFR 240.19b–4.
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Nasdaq, if the issuer of such securities
is acquired by an unlisted company and,
in connection with the acquisition, the
unlisted company lists exclusively on
the Nasdaq Global Market; or
(iv) are listed on Nasdaq by a newly
formed Company resulting from a
transaction between two or more
Nasdaq-listed Companies (or involving
assets from such Companies), where at
least one of the Nasdaq-listed
Companies ceases to be separately
listed.
(8)–(11) No change.
(b)–(f) No change.
*
*
*
*
*
5920. The Nasdaq Capital Market
(a) Entry Fee
(1)–(6) No change.
(7) The fees described in this Rule
5920(a) shall not be applicable with
respect to any securities that:
(i) No change.
(ii) are listed on the New York Stock
Exchange and Nasdaq, if the issuer of
such securities ceases to maintain their
listing on the New York Stock Exchange
and the securities instead are designated
under the plan applicable to Nasdaq
Capital Market securities; [or]
(iii) are listed on another national
securities exchange, if the issuer of such
securities is acquired by an unlisted
company and, in connection with the
acquisition, the unlisted company lists
exclusively on the Nasdaq Capital
Market; or
(iv) are listed on Nasdaq by a newly
formed Company resulting from a
transaction between two or more
Nasdaq-listed Companies (or involving
assets from such Companies), where at
least one of the Nasdaq-listed
Companies ceases to be separately
listed.
(8)–(11) No change.
(b)–(e) No change.
*
*
*
*
*
asabaliauskas on DSKBBXCHB2PROD with NOTICES
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.
VerDate Sep<11>2014
18:05 Oct 12, 2017
Jkt 244001
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of the proposed rule
change is to adopt a waiver of Nasdaq’s
entry fee for a newly formed company
resulting from a transaction between
two or more Nasdaq-listed companies
(or involving assets from such
companies), where at least one of the
Nasdaq-listed companies ceases to be
separately listed.
Nasdaq charges most newly listing
companies an entry fee, but excludes
certain new listings from that fee where
it believes it is equitable to do so. For
example, Nasdaq does not charge an
entry fee for companies that transfer
from another national securities
exchange given that these companies
had previously paid an entry fee to that
other exchange and to encourage
companies to switch their listing to
Nasdaq.3 In addition, Nasdaq does not
charge an entry fee for a previously
unlisted company that lists in
connection with a transaction whereby
it acquires a company listed on another
national securities exchange because
this situation is similar to a company
switching its listing.4
Nasdaq now proposes to exclude an
additional category of companies from
the entry fee: Newly formed companies
resulting from a transaction between
two or more Nasdaq-listed companies
(or involving assets from such
companies) where at least one of the
Nasdaq-listed companies ceases to be
separately listed. In such a case, while
there may technically be a new legal
entity created and listed for the first
time, at least one of the companies
ceases to be separately listed and so
Nasdaq believes it is equitable to treat
the new combined company as
succeeding to that listing, which has
already been subject to the applicable
entry fees. In addition, given that all
companies involved in the transaction
are already listed on Nasdaq, the
Exchange’s regulatory staff will already
be familiar with the companies and the
transaction and the companies will be
familiar with the Exchange’s rules,
which will result in a reduced burden
on staff to review the new company
than would otherwise be the case.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
3 Nasdaq
4 Nasdaq
PO 00000
Rules 5910(a)(7)(i) and 5920(a)(7)(i).
Rules 5910(a)(7)(iii) and 5920(a)(7)(iii).
Frm 00095
Fmt 4703
Sfmt 4703
47781
of the Act,5 in general, and furthers the
objectives of Sections 6(b)(4) and 6(b)(5)
of the Act,6 in particular, in that it
provides for the equitable allocation of
reasonable dues, fees and other charges
among members and issuers and other
persons using any facility, and is not
designed to permit unfair
discrimination 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. As a result, the
fees Nasdaq can charge listed companies
are constrained by the fees charged by
its competitors and Nasdaq cannot
charge prices in a manner that would be
unreasonable, inequitable, or unfairly
discriminatory.
Nasdaq believes that the proposed
waiver of Nasdaq’s entry fee for a newly
formed company resulting from a
transaction between two or more
Nasdaq-listed companies (or involving
assets from such companies), where at
least one of the Nasdaq-listed
companies ceases to be separately listed,
is reasonable and not unfairly
discriminatory because it recognizes
that the new combined company is
essentially succeeding to the listing of
the company that ceases to be separately
listed in the transaction, which has
already been subject to the applicable
entry fees. In addition, given that all
companies involved in the transaction
are already listed on Nasdaq, the
Exchange’s regulatory staff will already
be familiar with the companies and the
transaction and the companies will be
familiar with the Exchange’s rules,
which will result in a reduced burden
on staff to review the new company
than would otherwise be the case. These
are non-discriminatory reasons to waive
the fee for this situation. Nasdaq also
notes that the proposed waiver would
be applied in the same manner to all
similarly situated companies.
Nasdaq also believes that the
proposed waiver is not unfairly
discriminatory in that it will encourage
the new company to remain listed on
Nasdaq at a time when the company is
undergoing a change and may otherwise
consider alternative listing venues. This
competitive dynamic provides an
additional reason as to why it is
appropriate to distinguish companies in
this situation from other new listings.
Finally, Nasdaq believes that the
proposed fees are consistent with the
investor protection objectives of Section
5 15
6 15
E:\FR\FM\13OCN1.SGM
U.S.C. 78f(b).
U.S.C. 78f(b)(4) and (5).
13OCN1
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Federal Register / Vol. 82, No. 197 / Friday, October 13, 2017 / Notices
6(b)(5) of the Act 7 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 amount
of revenue forgone by this limited
waiver of Nasdaq’s entry fee is not
substantial, and may result in more
companies remaining listed on Nasdaq
in connection with such transactions,
thereby increasing the resources
available for Nasdaq’s listing
compliance program, which helps to
assure that listing standards are
properly enforced and investors are
protected. Consequently, Nasdaq
believes that the potential loss of
revenue from this change will not
hinder its ability to fulfill its regulatory
responsibilities.
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.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
Eduardo A. Aleman,
Assistant Secretary.
IV. Solicitation of Comments
[FR Doc. 2017–22159 Filed 10–12–17; 8:45 am]
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Nasdaq 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 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. In such
an environment, Nasdaq must
continually adjust its fees to remain
competitive with other exchanges.
Because other listing venues are
similarly free to modify their own fees
in response, Nasdaq believes that the
degree to which fee changes in this
market may impose any burden on
competition is extremely limited.
Paper Comments
asabaliauskas on DSKBBXCHB2PROD with 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.8
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
7 15
8 15
U.S.C. 78f(b)(5).
U.S.C. 78s(b)(3)(A)(ii).
VerDate Sep<11>2014
18:05 Oct 12, 2017
Jkt 244001
BILLING CODE 8011–01–P
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–2017–096 on the subject line.
• 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–NASDAQ–2017–096. 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–2017–096, and should be
submitted on or before November 3,
2017.
PO 00000
Frm 00096
Fmt 4703
Sfmt 4703
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–81836; File No. SR–C2–
2017–026]
Self-Regulatory Organizations; C2
Options Exchange, Incorporated;
Notice of Filing and Immediate
Effectiveness of a Proposed Rule
Change To Amend the Fees Schedule
October 6, 2017.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on
September 21, 2017, C2 Options
Exchange, Incorporated (the ‘‘Exchange’’
or ‘‘C2’’) filed with the Securities and
Exchange Commission (the
‘‘Commission’’) the proposed rule
change as described in Items I and II,
below, which Items have been prepared
by the Exchange. The Exchange filed the
proposal as a ‘‘non-controversial’’
proposed rule change pursuant to
Section 19(b)(3)(A)(iii) of the Act 3 and
Rule 19b–4(f)(6) thereunder.4 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 its
Fees Schedule to correct an inadvertent
marking error made to the Exhibit 5 in
a previous rule filing.
The text of the proposed rule change
is also available on the Exchange’s Web
site (https://www.cboe.com/AboutCBOE/
CBOELegalRegulatoryHome.aspx), at
the Exchange’s Office of the Secretary,
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
9 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(iii).
4 17 CFR 240.19b–4(f)(6).
1 15
E:\FR\FM\13OCN1.SGM
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Agencies
[Federal Register Volume 82, Number 197 (Friday, October 13, 2017)]
[Notices]
[Pages 47780-47782]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-22159]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-81837; File No. SR-NASDAQ-2017-096]
Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Waive Nasdaq's Entry Fee When a New Entity Lists in Connection With
Certain Transactions Between Two or More Nasdaq-Listed Companies
October 6, 2017.
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 September 26, 2017, The NASDAQ Stock Market LLC (``Nasdaq'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``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 Substance
of the Proposed Rule Change
The Exchange proposes to waive Nasdaq's Entry Fee when a new entity
lists in connection with a transaction between two or more Nasdaq-
listed companies (or involving assets from such companies), where at
least one of the Nasdaq-listed companies ceases to be separately
listed.
The text of the proposed rule change is set forth below. Proposed
new language is italicized; deleted text is in brackets.
* * * * *
5910. The Nasdaq Global Market (including the Nasdaq Global Select
Market)
(a) Entry Fee
(1)-(6) No change.
(7) The fees described in this Rule 5910(a) shall not be applicable
with respect to any securities that:
(i) No change.
(ii) are listed on the New York Stock Exchange and Nasdaq, if the
issuer of such securities ceases to maintain their listing on the New
York Stock Exchange and the securities instead are designated as
national market securities under Rule 5220; [or]
(iii) are listed on another national securities exchange but not
listed on
[[Page 47781]]
Nasdaq, if the issuer of such securities is acquired by an unlisted
company and, in connection with the acquisition, the unlisted company
lists exclusively on the Nasdaq Global Market; or
(iv) are listed on Nasdaq by a newly formed Company resulting from
a transaction between two or more Nasdaq-listed Companies (or involving
assets from such Companies), where at least one of the Nasdaq-listed
Companies ceases to be separately listed.
(8)-(11) No change.
(b)-(f) No change.
* * * * *
5920. The Nasdaq Capital Market
(a) Entry Fee
(1)-(6) No change.
(7) The fees described in this Rule 5920(a) shall not be applicable
with respect to any securities that:
(i) No change.
(ii) are listed on the New York Stock Exchange and Nasdaq, if the
issuer of such securities ceases to maintain their listing on the New
York Stock Exchange and the securities instead are designated under the
plan applicable to Nasdaq Capital Market securities; [or]
(iii) are listed on another national securities exchange, if the
issuer of such securities is acquired by an unlisted company and, in
connection with the acquisition, the unlisted company lists exclusively
on the Nasdaq Capital Market; or
(iv) are listed on Nasdaq by a newly formed Company resulting from
a transaction between two or more Nasdaq-listed Companies (or involving
assets from such Companies), where at least one of the Nasdaq-listed
Companies ceases to be separately listed.
(8)-(11) No change.
(b)-(e) No change.
* * * * *
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to adopt a waiver of
Nasdaq's entry fee for a newly formed company resulting from a
transaction between two or more Nasdaq-listed companies (or involving
assets from such companies), where at least one of the Nasdaq-listed
companies ceases to be separately listed.
Nasdaq charges most newly listing companies an entry fee, but
excludes certain new listings from that fee where it believes it is
equitable to do so. For example, Nasdaq does not charge an entry fee
for companies that transfer from another national securities exchange
given that these companies had previously paid an entry fee to that
other exchange and to encourage companies to switch their listing to
Nasdaq.\3\ In addition, Nasdaq does not charge an entry fee for a
previously unlisted company that lists in connection with a transaction
whereby it acquires a company listed on another national securities
exchange because this situation is similar to a company switching its
listing.\4\
---------------------------------------------------------------------------
\3\ Nasdaq Rules 5910(a)(7)(i) and 5920(a)(7)(i).
\4\ Nasdaq Rules 5910(a)(7)(iii) and 5920(a)(7)(iii).
---------------------------------------------------------------------------
Nasdaq now proposes to exclude an additional category of companies
from the entry fee: Newly formed companies resulting from a transaction
between two or more Nasdaq-listed companies (or involving assets from
such companies) where at least one of the Nasdaq-listed companies
ceases to be separately listed. In such a case, while there may
technically be a new legal entity created and listed for the first
time, at least one of the companies ceases to be separately listed and
so Nasdaq believes it is equitable to treat the new combined company as
succeeding to that listing, which has already been subject to the
applicable entry fees. In addition, given that all companies involved
in the transaction are already listed on Nasdaq, the Exchange's
regulatory staff will already be familiar with the companies and the
transaction and the companies will be familiar with the Exchange's
rules, which will result in a reduced burden on staff to review the new
company than would otherwise be the case.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\5\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,\6\ in particular, in that it provides
for the equitable allocation of reasonable dues, fees and other charges
among members and issuers and other persons using any facility, and is
not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78f(b).
\6\ 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. As a result, the fees
Nasdaq can charge listed companies are constrained by the fees charged
by its competitors and Nasdaq cannot charge prices in a manner that
would be unreasonable, inequitable, or unfairly discriminatory.
Nasdaq believes that the proposed waiver of Nasdaq's entry fee for
a newly formed company resulting from a transaction between two or more
Nasdaq-listed companies (or involving assets from such companies),
where at least one of the Nasdaq-listed companies ceases to be
separately listed, is reasonable and not unfairly discriminatory
because it recognizes that the new combined company is essentially
succeeding to the listing of the company that ceases to be separately
listed in the transaction, which has already been subject to the
applicable entry fees. In addition, given that all companies involved
in the transaction are already listed on Nasdaq, the Exchange's
regulatory staff will already be familiar with the companies and the
transaction and the companies will be familiar with the Exchange's
rules, which will result in a reduced burden on staff to review the new
company than would otherwise be the case. These are non-discriminatory
reasons to waive the fee for this situation. Nasdaq also notes that the
proposed waiver would be applied in the same manner to all similarly
situated companies.
Nasdaq also believes that the proposed waiver is not unfairly
discriminatory in that it will encourage the new company to remain
listed on Nasdaq at a time when the company is undergoing a change and
may otherwise consider alternative listing venues. This competitive
dynamic provides an additional reason as to why it is appropriate to
distinguish companies in this situation from other new listings.
Finally, Nasdaq believes that the proposed fees are consistent with
the investor protection objectives of Section
[[Page 47782]]
6(b)(5) of the Act \7\ 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 amount of revenue forgone by
this limited waiver of Nasdaq's entry fee is not substantial, and may
result in more companies remaining listed on Nasdaq in connection with
such transactions, thereby increasing the resources available for
Nasdaq's listing compliance program, which helps to assure that listing
standards are properly enforced and investors are protected.
Consequently, Nasdaq believes that the potential loss of revenue from
this change will not hinder its ability to fulfill its regulatory
responsibilities.
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\7\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
Nasdaq 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 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. In such an environment, Nasdaq must
continually adjust its fees to remain competitive with other exchanges.
Because other listing venues are similarly free to modify their own
fees in response, Nasdaq believes that the degree to which fee changes
in this market may impose any burden on competition is extremely
limited.
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.\8\
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\8\ 15 U.S.C. 78s(b)(3)(A)(ii).
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is: (i)
Necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
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-2017-096 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-NASDAQ-2017-096. 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-2017-096, and should
be submitted on or before November 3, 2017.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-22159 Filed 10-12-17; 8:45 am]
BILLING CODE 8011-01-P