Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving Proposed Rule Change To Amend the Complimentary Products and Services Available to Certain Eligible New Listings Pursuant to Section 907.00 of the Exchange's Listed Company Manual, 11267-11269 [2018-05076]
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Federal Register / Vol. 83, No. 50 / Wednesday, March 14, 2018 / Notices
to deploy its regulatory tools with
respect to nonbank financial companies.
The Commission and the Commodity
Futures Trading Commission may also
use information collected on Form PF in
their regulatory programs, including
examinations, investigations and
investor protection efforts relating to
private fund advisers.
Form PF divides respondents into two
broad groups, Large Private Fund
Advisers and smaller private fund
advisers. ‘‘Large Private Fund Advisers’’
are advisers with at least $1.5 billion in
assets under management attributable to
hedge funds (‘‘large hedge fund
advisers’’), advisers that manage
‘‘liquidity funds’’ and have at least $1
billion in combined assets under
management attributable to liquidity
funds and registered money market
funds (‘‘large liquidity fund advisers’’),
and advisers with at least $2 billion in
assets under management attributable to
private equity funds (‘‘large private
equity advisers’’). All other respondents
are considered smaller private fund
advisers.
The Commission estimates that most
filers of Form PF have already made
their first filing, and so the burden
hours applicable to those filers will
reflect only ongoing burdens, and not
start-up burdens. Accordingly, the
Commission estimates the total annual
reporting and recordkeeping burden of
the collection of information for each
respondent is as follows:
(a) For smaller private fund advisers
making their first Form PF filing, an
estimated amortized average annual
burden of 23 hours for each of the first
three years;
(b) For smaller private fund advisers
that already make Form PF filings, an
estimated amortized average annual
burden of 15 hours for each of the
next three years;
(c) For large hedge fund advisers making
their first Form PF filing, an estimated
amortized average annual burden of
610 hours for each of the first three
years;
(d) For large hedge fund advisers that
already make Form PF filings, an
estimated amortized average annual
burden of 560 hours for each of the
next three years;
(e) For large liquidity fund advisers
making their first Form PF filing, an
estimated amortized average annual
burden of 588 hours for each of the
first three years;
(f) For large liquidity fund advisers that
already make Form PF filings, an
estimated amortized average annual
burden of 280 hours for each of the
next three years;
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(g) For large private equity advisers
making their first Form PF filing, an
estimated amortized average annual
burden of 67 hours for each of the first
three years; and
(h) For large private equity advisers that
already make Form PF filings, an
estimated amortized average annual
burden of 50 hours for each of the
next three years.
With respect to annual internal costs,
the Commission estimates the collection
of information will result in 92 burden
hours per year on average for each
respondent. With respect to external
cost burdens, the Commission estimates
a range from $0 to $50,000 per adviser.
Estimates of average burden hours
and costs are made solely for the
purposes of the Paperwork Reduction
Act and are not derived from a
comprehensive or even representative
survey or study of the costs of
Commission rules and forms.
Compliance with the collection of
information requirements of Form PF is
mandatory for advisers that satisfy the
criteria described in Instruction 1 to the
Form. Responses to the collection of
information will be kept confidential to
the extent permitted by law. The
Commission does not intend to make
public information reported on Form PF
that is identifiable to any particular
adviser or private fund, although the
Commission may use Form PF
information in an enforcement action.
An agency may not conduct or sponsor,
and a person is not required to respond
to, a collection of information unless it
displays a currently valid OMB control
number.
The public may view background
documentation for this collection at the
following website, www.reginfo.gov.
Please direct your written comments to
Pamela Dyson, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE, Washington,
DC 20549; or send an email to: PRA_
Mailbox@sec.gov. Comments must be
submitted to OMB within 30 days of
this notice.
Dated: March 8, 2018.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–05171 Filed 3–13–18; 8:45 am]
BILLING CODE 8011–01–P
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11267
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–82831; File No. SR–NYSE–
2018–01]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Order
Approving Proposed Rule Change To
Amend the Complimentary Products
and Services Available to Certain
Eligible New Listings Pursuant to
Section 907.00 of the Exchange’s
Listed Company Manual
March 8, 2018.
I. Introduction
On January 3, 2018, New York Stock
Exchange LLC (‘‘NYSE’’ or the
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) pursuant to Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 a proposed rule change to
amend Section 907.00 of the Exchange’s
Listed Company Manual (‘‘Manual’’) to
provide that companies initially listed
on or after April 1, 2018 will not be
eligible to receive corporate governance
tools under the Exchange’s current
services offering. The proposed rule
change was published for comment in
the Federal Register on January 22,
2018.3 No comment letters were
received in response to the Notice. This
order approves the proposed rule
change.
II. Description of the Proposed Rule
Change
The Exchange has proposed to amend
Section 907.00 of the Manual to provide
that companies initially listed on or
after April 1, 2018 will not be eligible
to receive the corporate governance
tools described under the Exchange’s
current services offering.
As set forth in Section 907.00 of the
Manual, the Exchange currently
provides Eligible New Listings 4 with
complimentary corporate governance
tools (with a commercial value of
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 82506
(January 16, 2018), 83 FR 3035 (‘‘Notice’’).
4 For the purposes of Section 907.00, the term
‘‘Eligible New Listing’’ means: (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), and carve-out (where
a company carves out a business line or division,
which then conducts a separate initial public
offering).
2 17
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11268
Federal Register / Vol. 83, No. 50 / Wednesday, March 14, 2018 / Notices
approximately $50,000 annually) 5 for a
period of 24 calendar months.6
According to the Exchange, companies
that qualify as Eligible New Listings
have generally not been interested in
utilizing the corporate governance tools
available as part of the Exchange’s
services offering.7 The Exchange has
therefore proposed to discontinue the
corporate governance tools portion of its
services offering for companies that list
on or after April 1, 2018.8 The Exchange
proposal states, however, that any
Eligible New Listing that lists prior to
April 1, 2018 will continue to be able
to access the corporate governance tools
for a period of 24 months to the extent
their eligibility permits under current
Section 907.00 of the Manual.9
III. Discussion and Commission
Findings
The Commission has carefully
reviewed the proposed rule change and
finds that it is consistent with the
requirements of Section 6 of the Act.10
Specifically, the Commission finds that
the proposal is consistent with Sections
6(b)(4) 11 and 6(b)(5) of the Act 12 in
particular, in that the proposed rule is
designed to provide for the equitable
allocation of reasonable dues, fees, and
other charges among Exchange
members, issuers, and other persons
using the Exchange’s facilities, and is
not designed to permit unfair
discrimination between customers,
issuers, brokers, or dealers. Moreover,
the Commission believes that the
proposed rule change is consistent with
Section 6(b)(8) of the Act 13 in that it
does not impose any burden on
competition not necessary or
5 See
Notice, supra note 3, at 3036 n.5.
Section 907.00 of the Manual. In addition,
as set forth in Section 907.00 of the Manual, the
Exchange provides certain categories of currently
and newly listed issuers with some or all of the
following additional complimentary services for a
period of 24 months: Market surveillance products
and services (with a commercial value of
approximately $55,000 annually), Web-hosting
products and services (with a commercial value of
approximately $16,000 annually), web-casting
services (with a commercial value of approximately
$6,500 annually), market analytics products and
services (with a commercial value of approximately
$30,000 annually), and news distribution products
and services (with a commercial value of
approximately $20,000 annually). Id.
7 See Notice, supra note 3, at 3036.
8 See id.
9 See id.
10 15 U.S.C. 78f. In approving this proposed rule
change, the Commission has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
11 15 U.S.C. 78f(b)(4).
12 15 U.S.C. 78f(b)(5).
13 15 U.S.C. 78f(b)(8).
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appropriate in furtherance of the
purposes of the Act.
The Commission believes that it is
consistent with the Act for the Exchange
to modify its existing complimentary
services offering to no longer offer
corporate governance tools to Eligible
New Listings that list on or after April
1, 2018. The Exchange states that
Eligible New Listings have generally not
been interested in utilizing the
corporate governance tools offered by
the Exchange.14 The Commission
believes it is reasonable and consistent
with the Act for the Exchange to
discontinue such services if it believes
they are not being utilized. The
Commission notes that the effect of the
proposal is to reduce the commercial
value of offerings to Eligible New
Listings by $50,000 annually, which is
the value of the corporate governance
tools as currently set forth in Section
907.00 of the Manual.15 The value of the
remaining offerings to Eligible New
Listings will continue to remain
transparent under Section 907.00 of the
Manual. The Commission believes that
by accurately describing in the Manual
the current products and services
available to listed companies and the
current values of those products and
services, the Exchange is maintaining
transparency with respect to its rules
and the fees applicable to such
companies. This helps to ensure that
individual listed companies are not
given specially negotiated packages of
products and services to list or remain
listed that would raise unfair
discrimination issues under the Act.16
Under the proposal, Eligible New
Listings that list prior to April 1, 2018
will remain eligible to receive all the
complimentary products and services
currently provided by the Exchange,
including the corporate governance
tools. The Commission notes that
Section 6(b)(5) of the Act does not
require that all issuers be treated the
same; rather, the Act requires that the
rules of an exchange not unfairly
discriminate between issuers. The
Exchange states that it believes it is not
unfairly discriminatory to continue to
offer corporate governance tools to
companies listed prior to April 1, 2018,
as that benefit was part of the services
offering that was available at the time of
such companies’ initial listing and may
have had some influence over their
listing decisions.17
The Commission believes that the
Exchange has provided a sufficient basis
for its different treatment of Eligible
New Listings that list prior to April 1,
2018 and that this portion of the
Exchange’s proposal meets the
requirements of the Act. In making this
determination, the Commission notes
that the provision of services under
Section 907.00 of the Manual is for a
limited duration and that the Exchange
has provided a reasonable basis for
deciding to treat Eligible New Listings
that list prior to April 1, 2018 differently
from other listed companies going
forward. The Commission notes that at
the time such companies listed, they
had an expectation, if they intended to
utilize the corporate governance tools,
to be able to do so for the entire 24
month period as set forth in the current
rule. To allow such companies listed
prior to April 1, 2018 to finish utilizing
corporate governance tools for any
remainder of their 24 month period
appears to be reasonable, equitable, and
not unfairly discriminatory. In addition,
the Commission notes that the April 1,
2018 date, to curtail the offering of
corporate governance tools for Eligible
New Listings that list on or after that
date, was transparent and published for
comment in advance of approval by the
Commission in the order discussed
herein. As noted above, the Commission
received no comments on the proposal.
The Commission has also previously
approved proposals providing different
services to newly-listed issuers,
including those transferring their listing
from another exchange, and has found
this consistent with Sections 6(b)(4) and
6(b)(5) of the Act.18 Finally, the
Commission notes that it recently
approved a similar proposal by the
Exchange’s affiliate, NYSE American
LLC, to discontinue the corporate
governance services it provides to
certain eligible new listings.19
Accordingly, the Commission finds
that the proposed rule change is
consistent with the requirements of the
Act and, in particular, that the products
and services provided under Section
907.00 of the Manual are equitably
allocated among issuers consistent with
Section 6(b)(4) of the Act, the proposed
17 See
Notice, supra note 3, at 3036.
Securities Exchange Act Release Nos.
76127 (October 9, 2015), 80 FR 62584 (October 16,
2015) (order approving SR–NYSE–2015–36); 72669
(July 24, 2014), 79 FR 44234 (July 30, 2014) (order
approving SR–NASDAQ–2014–058); 65963
(December 15, 2011), 76 FR 79262 (December 21,
2011) (order approving SR–NASDAQ–2011–122).
19 See Securities Exchange Act Release No. 81783
(September 29, 2017), 82 FR 46575 (October 5,
2017) (order approving SR–NYSEAMER–2017–05).
18 See
14 See
Notice, supra note 3, at 3036.
Section 907.00 of the Manual. See also
Notice, supra note 3, at 3036 n.5.
16 See Securities Exchange Act Release No. 65127
(August 12, 2011), 76 FR 51449 (August 18, 2011)
(SR–NYSE–2011–20) (order approving the initial
complimentary products and services provided by
the Exchange to Eligible New Listings).
15 See
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Federal Register / Vol. 83, No. 50 / Wednesday, March 14, 2018 / Notices
rule change does not unfairly
discriminate among issuers consistent
with Section 6(b)(5) of the Act, and the
proposed rule change is appropriate and
consistent with Section 6(b)(8) of the
Act in that it does not impose any
burden on competition not necessary or
appropriate in furtherance of the
purposes of the Act.20
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,21 that the
proposed rule change (SR–NYSE–2018–
01), be, and hereby is, approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.22
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–05076 Filed 3–13–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–82832; File No. SR–
CboeBZX–2018–005]
Self-Regulatory Organizations; Cboe
BZX Exchange, Inc.; Notice of
Designation of a Longer Period for
Commission Action on a Proposed
Rule Change To List and Trade Shares
of the Cboe Vest S&P 500® Premium
Income ETF Under Rule 14.11(c)(5)
March 8, 2018.
daltland on DSKBBV9HB2PROD with NOTICES
On January 10, 2018, Cboe BZX
Exchange, Inc. (the ‘‘Exchange’’ or
‘‘BZX’’) filed with the Securities and
Exchange Commission (‘‘Commission’’),
pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a
proposed rule change to list and trade
shares of the Cboe Vest S&P 500®
Premium Income ETF under BZX Rule
14.11(c)(5). The proposed rule change
was published for comment in the
Federal Register on January 26, 2018.3
The Commission received no comments
on the proposed rule change.
Section 19(b)(2) of the Act 4 provides
that, within 45 days of the publication
of notice of the filing of a proposed rule
change, or within such longer period up
to 90 days as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
20 15
U.S.C. 78f(b)(4), (5), and (8).
U.S.C. 78s(b)(2).
22 17 CFR 200.30–3(a)(12).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 See Securities Exchange Act Release No. 82538
(January 19, 2018), 83 FR 3807.
4 15 U.S.C. 78s(b)(2).
21 15
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reasons for so finding or as to which the
self-regulatory organization consents,
the Commission shall either approve the
proposed rule change, disapprove the
proposed rule change, or institute
proceedings to determine whether the
proposed rule change should be
disapproved. The 45th day after
publication of the notice for this filing
is March 12, 2018.
The Commission is extending the 45day time period for Commission action
on the proposed rule change. The
Commission finds that it is appropriate
to designate a longer period within
which to take action on the proposed
rule change so that it has sufficient time
to consider the Exchange’s proposal.
Accordingly, pursuant to Section
19(b)(2) of the Act,5 the Commission
designates April 26, 2018, as the date by
which the Commission shall either
approve or disapprove or institute
proceedings to determine whether to
disapprove the proposed rule change
(File No. SR–CboeBZX–2018–005).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.6
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–05077 Filed 3–13–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–82827; File No. SR–
PEARL–2018–04]
Self-Regulatory Organizations; MIAX
PEARL, LLC; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend Exchange
Rule 402, Criteria for Underlying
Securities
March 8, 2018.
Pursuant to the provisions of Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 notice is hereby given that
on February 22, 2018, MIAX PEARL,
LLC (‘‘MIAX PEARL’’ or ‘‘Exchange’’)
filed with the Securities and Exchange
Commission (‘‘Commission’’) a
proposed rule change’’) a proposed rule
change as described in Items I and II
below, which Items have been prepared
by the Exchange. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
U.S.C. 78s(b)(2).
CFR 200.30–3(a)(31).
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
11269
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange is filing a proposal to
amend Exchange Rule 402, Criteria for
Underlying Securities, to modify the
criteria for listing an option on an
underlying covered security.
The text of the proposed rule change
is available on the Exchange’s website at
https://www.miaxoptions.com/rulefilings/pearl at MIAX PEARL’s principal
office, and at the Commission’s Public
Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
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 Exchange proposes to amend
Exchange Rule 402, Criteria for
Underlying Securities, to modify the
criteria for listing options on an
underlying security as defined in
Section 18(b)(1)(A) of the Securities Act
of 1933 (hereinafter ‘‘covered security’’
or ‘‘covered securities’’). This is a
competitive filing that is based on a
proposal recently submitted by Nasdaq
PHLX LLC (‘‘Nasdaq Phlx’’) and
approved by the Commission.3
In particular, the Exchange proposes
to modify Rule 402(b)(5)(i) to permit the
listing of an option on an underlying
covered security that has a market price
of at least $3.00 per share for the
previous three (3) consecutive business
days preceding the date on which the
Exchange submits a certificate to the
Options Clearing Corporation (‘‘OCC’’)
for listing and trading. The Exchange
does not intend to amend any other
criteria for listing options on an
underlying security in Rule 402.
Currently the underlying covered
security must have a closing market
5 15
6 17
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3 See Securities Exchange Act Release No. 82474
(January 9, 2018), 83 FR 2240 (January 16, 2018)
(Order Approving SR–Phlx–2017–75).
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]]>Agencies
[Federal Register Volume 83, Number 50 (Wednesday, March 14, 2018)]
[Notices]
[Pages 11267-11269]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-05076]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-82831; File No. SR-NYSE-2018-01]
Self-Regulatory Organizations; New York Stock Exchange LLC; Order
Approving Proposed Rule Change To Amend the Complimentary Products and
Services Available to Certain Eligible New Listings Pursuant to Section
907.00 of the Exchange's Listed Company Manual
March 8, 2018.
I. Introduction
On January 3, 2018, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') pursuant to Section 19(b)(1) of the Securities
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a
proposed rule change to amend Section 907.00 of the Exchange's Listed
Company Manual (``Manual'') to provide that companies initially listed
on or after April 1, 2018 will not be eligible to receive corporate
governance tools under the Exchange's current services offering. The
proposed rule change was published for comment in the Federal Register
on January 22, 2018.\3\ No comment letters were received in response to
the Notice. This order approves the proposed rule change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 82506 (January 16,
2018), 83 FR 3035 (``Notice'').
---------------------------------------------------------------------------
II. Description of the Proposed Rule Change
The Exchange has proposed to amend Section 907.00 of the Manual to
provide that companies initially listed on or after April 1, 2018 will
not be eligible to receive the corporate governance tools described
under the Exchange's current services offering.
As set forth in Section 907.00 of the Manual, the Exchange
currently provides Eligible New Listings \4\ with complimentary
corporate governance tools (with a commercial value of
[[Page 11268]]
approximately $50,000 annually) \5\ for a period of 24 calendar
months.\6\ According to the Exchange, companies that qualify as
Eligible New Listings have generally not been interested in utilizing
the corporate governance tools available as part of the Exchange's
services offering.\7\ The Exchange has therefore proposed to
discontinue the corporate governance tools portion of its services
offering for companies that list on or after April 1, 2018.\8\ The
Exchange proposal states, however, that any Eligible New Listing that
lists prior to April 1, 2018 will continue to be able to access the
corporate governance tools for a period of 24 months to the extent
their eligibility permits under current Section 907.00 of the
Manual.\9\
---------------------------------------------------------------------------
\4\ For the purposes of Section 907.00, the term ``Eligible New
Listing'' means: (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), and carve-out
(where a company carves out a business line or division, which then
conducts a separate initial public offering).
\5\ See Notice, supra note 3, at 3036 n.5.
\6\ See Section 907.00 of the Manual. In addition, as set forth
in Section 907.00 of the Manual, the Exchange provides certain
categories of currently and newly listed issuers with some or all of
the following additional complimentary services for a period of 24
months: Market surveillance products and services (with a commercial
value of approximately $55,000 annually), Web-hosting products and
services (with a commercial value of approximately $16,000
annually), web-casting services (with a commercial value of
approximately $6,500 annually), market analytics products and
services (with a commercial value of approximately $30,000
annually), and news distribution products and services (with a
commercial value of approximately $20,000 annually). Id.
\7\ See Notice, supra note 3, at 3036.
\8\ See id.
\9\ See id.
---------------------------------------------------------------------------
III. Discussion and Commission Findings
The Commission has carefully reviewed the proposed rule change and
finds that it is consistent with the requirements of Section 6 of the
Act.\10\ Specifically, the Commission finds that the proposal is
consistent with Sections 6(b)(4) \11\ and 6(b)(5) of the Act \12\ in
particular, in that the proposed rule is designed to provide for the
equitable allocation of reasonable dues, fees, and other charges among
Exchange members, issuers, and other persons using the Exchange's
facilities, and is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers. Moreover, the Commission
believes that the proposed rule change is consistent with Section
6(b)(8) of the Act \13\ in that it does not impose any burden on
competition not necessary or appropriate in furtherance of the purposes
of the Act.
---------------------------------------------------------------------------
\10\ 15 U.S.C. 78f. In approving this proposed rule change, the
Commission has considered the proposed rule's impact on efficiency,
competition, and capital formation. See 15 U.S.C. 78c(f).
\11\ 15 U.S.C. 78f(b)(4).
\12\ 15 U.S.C. 78f(b)(5).
\13\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------
The Commission believes that it is consistent with the Act for the
Exchange to modify its existing complimentary services offering to no
longer offer corporate governance tools to Eligible New Listings that
list on or after April 1, 2018. The Exchange states that Eligible New
Listings have generally not been interested in utilizing the corporate
governance tools offered by the Exchange.\14\ The Commission believes
it is reasonable and consistent with the Act for the Exchange to
discontinue such services if it believes they are not being utilized.
The Commission notes that the effect of the proposal is to reduce the
commercial value of offerings to Eligible New Listings by $50,000
annually, which is the value of the corporate governance tools as
currently set forth in Section 907.00 of the Manual.\15\ The value of
the remaining offerings to Eligible New Listings will continue to
remain transparent under Section 907.00 of the Manual. The Commission
believes that by accurately describing in the Manual the current
products and services available to listed companies and the current
values of those products and services, the Exchange is maintaining
transparency with respect to its rules and the fees applicable to such
companies. This helps to ensure that individual listed companies are
not given specially negotiated packages of products and services to
list or remain listed that would raise unfair discrimination issues
under the Act.\16\
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\14\ See Notice, supra note 3, at 3036.
\15\ See Section 907.00 of the Manual. See also Notice, supra
note 3, at 3036 n.5.
\16\ See Securities Exchange Act Release No. 65127 (August 12,
2011), 76 FR 51449 (August 18, 2011) (SR-NYSE-2011-20) (order
approving the initial complimentary products and services provided
by the Exchange to Eligible New Listings).
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Under the proposal, Eligible New Listings that list prior to April
1, 2018 will remain eligible to receive all the complimentary products
and services currently provided by the Exchange, including the
corporate governance tools. The Commission notes that Section 6(b)(5)
of the Act does not require that all issuers be treated the same;
rather, the Act requires that the rules of an exchange not unfairly
discriminate between issuers. The Exchange states that it believes it
is not unfairly discriminatory to continue to offer corporate
governance tools to companies listed prior to April 1, 2018, as that
benefit was part of the services offering that was available at the
time of such companies' initial listing and may have had some influence
over their listing decisions.\17\
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\17\ See Notice, supra note 3, at 3036.
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The Commission believes that the Exchange has provided a sufficient
basis for its different treatment of Eligible New Listings that list
prior to April 1, 2018 and that this portion of the Exchange's proposal
meets the requirements of the Act. In making this determination, the
Commission notes that the provision of services under Section 907.00 of
the Manual is for a limited duration and that the Exchange has provided
a reasonable basis for deciding to treat Eligible New Listings that
list prior to April 1, 2018 differently from other listed companies
going forward. The Commission notes that at the time such companies
listed, they had an expectation, if they intended to utilize the
corporate governance tools, to be able to do so for the entire 24 month
period as set forth in the current rule. To allow such companies listed
prior to April 1, 2018 to finish utilizing corporate governance tools
for any remainder of their 24 month period appears to be reasonable,
equitable, and not unfairly discriminatory. In addition, the Commission
notes that the April 1, 2018 date, to curtail the offering of corporate
governance tools for Eligible New Listings that list on or after that
date, was transparent and published for comment in advance of approval
by the Commission in the order discussed herein. As noted above, the
Commission received no comments on the proposal. The Commission has
also previously approved proposals providing different services to
newly-listed issuers, including those transferring their listing from
another exchange, and has found this consistent with Sections 6(b)(4)
and 6(b)(5) of the Act.\18\ Finally, the Commission notes that it
recently approved a similar proposal by the Exchange's affiliate, NYSE
American LLC, to discontinue the corporate governance services it
provides to certain eligible new listings.\19\
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\18\ See Securities Exchange Act Release Nos. 76127 (October 9,
2015), 80 FR 62584 (October 16, 2015) (order approving SR-NYSE-2015-
36); 72669 (July 24, 2014), 79 FR 44234 (July 30, 2014) (order
approving SR-NASDAQ-2014-058); 65963 (December 15, 2011), 76 FR
79262 (December 21, 2011) (order approving SR-NASDAQ-2011-122).
\19\ See Securities Exchange Act Release No. 81783 (September
29, 2017), 82 FR 46575 (October 5, 2017) (order approving SR-
NYSEAMER-2017-05).
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Accordingly, the Commission finds that the proposed rule change is
consistent with the requirements of the Act and, in particular, that
the products and services provided under Section 907.00 of the Manual
are equitably allocated among issuers consistent with Section 6(b)(4)
of the Act, the proposed
[[Page 11269]]
rule change does not unfairly discriminate among issuers consistent
with Section 6(b)(5) of the Act, and the proposed rule change is
appropriate and consistent with Section 6(b)(8) of the Act in that it
does not impose any burden on competition not necessary or appropriate
in furtherance of the purposes of the Act.\20\
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\20\ 15 U.S.C. 78f(b)(4), (5), and (8).
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IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\21\ that the proposed rule change (SR-NYSE-2018-01), be, and
hereby is, approved.
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\21\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\22\
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\22\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-05076 Filed 3-13-18; 8:45 am]
BILLING CODE 8011-01-P
