Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Exchange's All-Inclusive Annual Listing Fees for American Depositary Receipts, 67374-67376 [2018-28181]
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Federal Register / Vol. 83, No. 248 / Friday, December 28, 2018 / Notices
the list of Negotiated Service
Agreements in the Mail Classification
Schedule’s Competitive Products List.
DATES: Date of required notice:
December 28, 2018.
FOR FURTHER INFORMATION CONTACT:
Elizabeth Reed, 202–268–3179.
SUPPLEMENTARY INFORMATION: The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on December 20,
2018, it filed with the Postal Regulatory
Commission a USPS Request to Add
Priority Mail Express Contract 69 to
Competitive Product List. Documents
are available at www.prc.gov, Docket
Nos. MC2019–61, CP2019–66.
Elizabeth Reed,
Attorney, Corporate and Postal Business Law.
[FR Doc. 2018–28157 Filed 12–27–18; 8:45 am]
BILLING CODE 7710–12–P
POSTAL SERVICE
Product Change—Parcel Return
Service Negotiated Service Agreement
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.
DATES: Date of required notice:
December 28, 2018.
FOR FURTHER INFORMATION CONTACT:
Elizabeth Reed, 202–268–3179.
SUPPLEMENTARY INFORMATION: The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on December 20,
2018, it filed with the Postal Regulatory
Commission a USPS Request to Add
Parcel Return Service Contract 11 to
Competitive Product List. Documents
are available at www.prc.gov, Docket
Nos. MC2019–62, CP2019–67.
SUMMARY:
Elizabeth Reed,
Attorney, Corporate and Postal Business Law.
[FR Doc. 2018–28158 Filed 12–27–18; 8:45 am]
amozie on DSK3GDR082PROD with NOTICES1
BILLING CODE 7710–12–P
POSTAL SERVICE
Product Change—Parcel Select and
Parcel Return Service Negotiated
Service Agreement
Postal ServiceTM.
ACTION: Notice.
AGENCY:
18:13 Dec 27, 2018
Date of required notice:
December 28, 2018.
DATES:
FOR FURTHER INFORMATION CONTACT:
Elizabeth Reed, 202–268–3179.
The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on December 21,
2018, it filed with the Postal Regulatory
Commission a USPS Request to Add
Parcel Select and Parcel Return Service
Contract 7 to Competitive Product List.
Documents are available at
www.prc.gov, Docket Nos. MC2019–64,
CP2019–69.
SUPPLEMENTARY INFORMATION:
Elizabeth Reed,
Attorney, Corporate and Postal Business Law.
[FR Doc. 2018–28188 Filed 12–27–18; 8:45 am]
BILLING CODE 7710–12–P
Postal ServiceTM.
ACTION: Notice.
AGENCY:
VerDate Sep<11>2014
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:
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:
Date of required notice:
December 28, 2018.
DATES:
FOR FURTHER INFORMATION CONTACT:
Elizabeth Reed, 202–268–3179.
The
United States Postal Service® hereby
gives notice that, pursuant to 39 U.S.C.
3642 and 3632(b)(3), on December 20,
2018, it filed with the Postal Regulatory
Commission a USPS Request to Add
Priority Mail Contract 501 to
Competitive Product List. Documents
are available at www.prc.gov, Docket
Nos. MC2019–60, CP2019–65.
SUPPLEMENTARY INFORMATION:
Elizabeth Reed,
Attorney, Corporate and Postal Business Law.
[FR Doc. 2018–28156 Filed 12–27–18; 8:45 am]
BILLING CODE 7710–12–P
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–84880; File No. SR–
NASDAQ–2018–103]
Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend the
Exchange’s All-Inclusive Annual
Listing Fees for American Depositary
Receipts
December 20, 2018.
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 December
11, 2018, The Nasdaq Stock Market LLC
(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘SEC’’ or ‘‘Commission’’) the proposed
rule change as described in Items I, II,
and III below, which Items have been
prepared by the Exchange. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend the
Exchange’s all-inclusive annual listing
fees for American Depositary Receipts.
The text of the proposed rule change
is available on the Exchange’s website at
https://nasdaq.cchwallstreet.com/, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of the proposed rule
change is to modify the Exchange’s all1 15
2 17
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U.S.C. 78s(b)(1).
CFR 240.19b–4.
28DEN1
Federal Register / Vol. 83, No. 248 / Friday, December 28, 2018 / Notices
securities will remain at $45,000, which
is the same as the minimum allinclusive annual fee for other
companies listing up to 10 million
equity securities on the Global and
Global Select Markets.4 On the Capital
Market, the all-inclusive annual fee for
companies with 10 million or fewer
ADRs and other listed equity securities
will be increased to $45,000 [sic],5
which is the same as the minimum allinclusive annual fee for other
companies listing up to 10 million
equity securities on the Capital Market.6
Global/Global Select Markets:
The all-inclusive annual fees for all
Up to 10 million ADRs and
other listed equity securiother companies listing ADRs on
ties ....................................... $45,000 Nasdaq will also increase to reflect the
10+ to 50 million ADRs and
value of the listing, although such fees
other listed equity securiwill remain lower than the fees paid by
ties ....................................... $50,000
other domestic and foreign companies
50+ to 75 million ADRs and
listing equity securities.7 Nasdaq
other listed equity securibelieves
it is appropriate to charge
ties ....................................... $60,000
companies that list ADRs lower fees
Over 75 million ADRs and
than companies that list common stock
other listed equity securities ....................................... $80,000 or ordinary shares, once they have
Capital Market:
reached the minimum fee. For many
Up to 10 million ADRs and
companies that list ADRs Nasdaq is not
other listed equity securithe primary listing and therefore the
ties ....................................... $42,000
lower fee serves as an incentive to list
Over 10 million ADRs and
or maintain their listing. In addition,
other listed equity securities ....................................... $50,000 issuers of ADRs are not subject to all of
the same regulatory requirements as
Under the revised fee schedule,
other companies and therefore Nasdaq’s
companies that list ADRs will pay the
regulatory costs to list these companies
same minimum fee as other companies
is lower.8
listing equity securities on the same tier
While these changes are effective
of Nasdaq. Nasdaq believes that it is
upon filing, Nasdaq has designated the
appropriate to charge ADRs the same
proposed amendments to be operative
minimum fees as other companies
on January 1, 2019.
because these minimum fees reflect the
2. Statutory Basis
minimum value of a Nasdaq listing and
Nasdaq does not believe that this
Nasdaq believes that the proposed
minimum value differs for companies
rule change is consistent with the
listing ADRs: They trade on the same
provisions of Section 6 of the Act,9 in
trading platform, are subject to the
general and with Section 6(b)(4) and (5)
substantially the same regulatory
of the Act,10 in particular in that it
oversight, and receive the same listing
provides for the equitable allocation of
services as other companies. To effect
reasonable dues, fees, and other charges
this change, Nasdaq will create a new
4 See Listing Rule 5910(b)(2)(A).
fee tier on the Global and Global Select
5 The Commission notes that this reference to
Markets for companies with more than
10 million but not more than 50 million $45,000 is an error in Nasdaq’s description of its
proposed rule change and, in accordance with the
ADRs and other listed equity securities
proposed rule text and as described correctly above,
outstanding. The all-inclusive annual
the all-inclusive annual fee for companies on the
fee for companies on the Global and
Capital Market with 10 million or fewer ADRs and
Global Select Markets with 10 million or other listed equity securities will be increased to
$42,000.
fewer ADRs and other listed equity
6
inclusive annual listing fees for
American Depositary Receipts.
Currently, ADRs listed on Nasdaq pay
an all-inclusive annual fee based on the
number of shares they have outstanding,
which ranges from $37,000 to $45,000
on the Capital Market and from $45,000
to $75,000 on the Global and Global
Select Markets.3 Nasdaq proposes to
amend the all-inclusive annual fee for
ADRs in Listing Rules 5910(b)(2)(B) and
5290(b)(2)(B) to the following amounts,
effective January 1, 2019:
amozie on DSK3GDR082PROD with NOTICES1
3 See
Listing Rules 5910(b)(2)(B) and
5920(b)(2)(B). Specifically, on the Capital Market,
the all-inclusive annual fee for companies listing
ADRs with up to 10 million ADRs and other listed
equity securities outstanding (collectively
‘‘Securities Outstanding’’) is $37,000 and for
companies with over 10 million Securities
Outstanding it is $45,000. On the Global Market and
Global Select Market, the all-inclusive annual fee
for companies listing ADRs with up to 50 million
Securities Outstanding is $45,000, for companies
with 50+ to 75 million Securities Outstanding it is
$52,500, and for companies with over 75 million
Securities Outstanding it is $75,000.
VerDate Sep<11>2014
18:13 Dec 27, 2018
Jkt 247001
See Listing Rule 5920(b)(2)(A).
all-inclusive annual fee for common stock
and ordinary shares ranges from $42,000 to $75,000
on the Capital Market and from $45,000 to $155,000
on the Global and Global Select Markets. See
Listing Rules 5910(b)(2)(A) and 5920(b)(2)(A).
8 Because ADRs can only be issued by foreign
private issuers, their issuers may rely on
exemptions to certain corporate governance rules.
See Listing Rule 5615(a)(3) and IM–5615–3. In
addition, ADRs are not subject to the requirement
to notify Nasdaq prior to certain share issuances.
See Listing Rule 5250(e)(2).
9 15 U.S.C. 78f.
10 15 U.S.C. 78f(b)(4) and (5).
7 The
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67375
among its members, issuers and other
persons using its facilities and does not
unfairly discriminate between
customers, issuers, brokers or dealers.
The proposed fee change is an
equitable allocation of reasonable fees
because it will better align the allinclusive annual fees paid by companies
listing ADRs with the fees paid by other
Nasdaq-listed companies and with the
value that such a listing provides to the
company. Specifically, under the
proposed rule change, the minimum allinclusive annual fee for companies that
list ADRs would be the same minimum
fees as are paid by other companies,
which Nasdaq believes is reasonable
and an equitable allocation of fees
because companies that list ADRs
receive the same services and trade on
the same trading platform as other
companies. For the same reason, Nasdaq
also believes that it is an equitable
allocation of reasonable fees to raise the
fees paid by companies that list more
ADRs than are included in the
minimum fee tier because that change
will result in fees that are closer to the
fees paid by other companies listing the
same number of securities.
Under the proposed fee schedule, the
all-inclusive annual fee for companies
that list more ADRs than the minimum
fee tier will be lower than the fee
charged to other companies. Further, the
difference between the fees charged a
company that lists ADRs and a company
that lists other equity securities
increases when there are more shares
outstanding. Because companies that
list ADRs also typically have primary
trading on another market, and because
companies that list ADRs are not subject
to all of Nasdaq’s governance and
notification requirements and therefore
Nasdaq’s regulatory costs for such
companies can be lower,11 Nasdaq
believes that it is an equitable allocation
of reasonable fees, and not unfairly
discriminatory to charge lower fees
beyond the minimum fee tier and to
have a lower maximum fee for ADRs
than for other companies listing equity
securities.
Finally, NASDAQ notes that it
operates in a highly competitive market
in which market participants can
readily switch exchanges if they deem
the listing fees excessive.12 In such an
environment, NASDAQ must
11 See
footnote 8, supra.
Justice Department has noted the intense
competitive environment for exchange listings. See
‘‘NASDAQ OMX Group Inc. and
IntercontinentalExchange Inc. Abandon Their
Proposed Acquisition Of NYSE Euronext After
Justice Department Threatens Lawsuit’’ (May 16,
2011), available at https://www.justice.gov/atr/
public/press_releases/2011/271214.htm.
12 The
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Federal Register / Vol. 83, No. 248 / Friday, December 28, 2018 / Notices
continually review its fees to assure that
they remain competitive.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Nasdaq does not believe that the
proposed rule change will result in any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act, as amended.
The market for listing services is
extremely competitive and listed
companies may freely choose alternative
venues, both within the U.S. and
internationally. For this reason, Nasdaq
does not believe that the proposed rule
change will result in any burden on
competition for listings.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were either
solicited or received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section
19(b)(3)(A)(ii) of the Act.13
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:
amozie on DSK3GDR082PROD with NOTICES1
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–2018–103 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–2018–103. 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 website (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 website 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.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–NASDAQ–2018–103, and
should be submitted on or before
January 18, 2019.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.14
Brent J. Fields,
Secretary.
[FR Doc. 2018–28181 Filed 12–27–18; 8:45 am]
BILLING CODE 8011–01–P
U.S.C. 78s(b)(3)(A)(ii).
VerDate Sep<11>2014
18:13 Dec 27, 2018
U.S.C. 78a.
CFR 240.19b–4.
4 A Participant is a ‘‘member’’ of the Exchange for
purposes of the Act. See Article 1, Rule 1(s).
5 The Exchange has four registered national
securities exchange affiliates: NYSE National, NYSE
Arca, Inc. (‘‘NYSE Arca’’), New York Stock
Exchange LLC (‘‘NYSE’’), NYSE America LLC
(‘‘NYSE American’’ and together with the Exchange,
NYSE National, NYSE Arca and NYSE, the ‘‘NYSE
Group Exchanges’’).
6 The Financial Industry Regulatory Authority
(‘‘FINRA’’) recently amended certain registration
rules. See Securities Exchange Act Release No.
81098 (July 7, 2017), 82 FR 32419 (July 13, 2017)
(SR–FINRA–2017–007) (Approval Order) (the
‘‘FINRA Filing’’). Thereafter, other self-regulatory
organizations, such as NYSE National, submitted
proposed rule changes to harmonize their
registration rules with the corresponding FINRA
rules amended pursuant to the FINRA Filing. See
e.g., Securities Exchange Act Release No. 84350
(October 3, 2018), 83 FR 51030 (October 10, 2018)
(SR–NYSENat–2018–21) (the ‘‘NYSE National
Filing’’).
3 17
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–84896; File No. SR–CHX–
2018–07]
Self-Regulatory Organizations;
Chicago Stock Exchange, Inc.; Notice
of Filing and Immediate Effectiveness
of Proposed Rule Change Regarding
Qualification, Registration and
Continuing Education Requirements
Applicable to Participants
December 20, 2018.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
1 15
Jkt 247001
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes amendments
to the Exchange’s rules (‘‘Rules’’)
regarding qualification, registration and
continuing education requirements
applicable to Participants,4 so as to
harmonize such provisions with similar
provisions under the rules of NYSE
National, Inc. (‘‘NYSE National’’), a
national securities exchange affiliated
with the Exchange,5 and thus promote
consistency within the securities
industry. Like NYSE National,6 the
Exchange is only adopting rules that are
relevant to the Exchange’s Participants.
Specifically, the Exchange is not
adopting registration categories under
FINRA rules that are not applicable to
Participants because Participants do not
engage in the type of business that
would require such registration. As
such, the Exchange is amending current
Article 1, Rule 1 to adopt a definition
for the term ‘‘Registered Person’’ similar
to NYSE National Rule 2.2(e); amending
current Article 6, Rule 2 regarding
registration and approval of Participant
personnel; amending current Article 6,
Rule 3 regarding the training and
examination of registrants; amending
current Article 6, Rule 10 regarding
2 15
14 17
13 15
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on December
18, 2018, the Chicago Stock Exchange,
Inc. (‘‘CHX’’ or ‘‘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.
PO 00000
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
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28DEN1
]]>Agencies
[Federal Register Volume 83, Number 248 (Friday, December 28, 2018)]
[Notices]
[Pages 67374-67376]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-28181]
=======================================================================
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-84880; File No. SR-NASDAQ-2018-103]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend the Exchange's All-Inclusive Annual Listing Fees for American
Depositary Receipts
December 20, 2018.
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 December 11, 2018, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II, and III below, which Items have been prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend the Exchange's all-inclusive annual
listing fees for American Depositary Receipts.
The text of the proposed rule change is available on the Exchange's
website at https://nasdaq.cchwallstreet.com/, at the principal office of
the Exchange, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to modify the Exchange's
all-
[[Page 67375]]
inclusive annual listing fees for American Depositary Receipts.
Currently, ADRs listed on Nasdaq pay an all-inclusive annual fee
based on the number of shares they have outstanding, which ranges from
$37,000 to $45,000 on the Capital Market and from $45,000 to $75,000 on
the Global and Global Select Markets.\3\ Nasdaq proposes to amend the
all-inclusive annual fee for ADRs in Listing Rules 5910(b)(2)(B) and
5290(b)(2)(B) to the following amounts, effective January 1, 2019:
---------------------------------------------------------------------------
\3\ See Listing Rules 5910(b)(2)(B) and 5920(b)(2)(B).
Specifically, on the Capital Market, the all-inclusive annual fee
for companies listing ADRs with up to 10 million ADRs and other
listed equity securities outstanding (collectively ``Securities
Outstanding'') is $37,000 and for companies with over 10 million
Securities Outstanding it is $45,000. On the Global Market and
Global Select Market, the all-inclusive annual fee for companies
listing ADRs with up to 50 million Securities Outstanding is
$45,000, for companies with 50+ to 75 million Securities Outstanding
it is $52,500, and for companies with over 75 million Securities
Outstanding it is $75,000.
Global/Global Select Markets:
Up to 10 million ADRs and other listed equity securities.. $45,000
10+ to 50 million ADRs and other listed equity securities. $50,000
50+ to 75 million ADRs and other listed equity securities. $60,000
Over 75 million ADRs and other listed equity securities... $80,000
Capital Market:
Up to 10 million ADRs and other listed equity securities.. $42,000
Over 10 million ADRs and other listed equity securities... $50,000
Under the revised fee schedule, companies that list ADRs will pay
the same minimum fee as other companies listing equity securities on
the same tier of Nasdaq. Nasdaq believes that it is appropriate to
charge ADRs the same minimum fees as other companies because these
minimum fees reflect the minimum value of a Nasdaq listing and Nasdaq
does not believe that this minimum value differs for companies listing
ADRs: They trade on the same trading platform, are subject to the
substantially the same regulatory oversight, and receive the same
listing services as other companies. To effect this change, Nasdaq will
create a new fee tier on the Global and Global Select Markets for
companies with more than 10 million but not more than 50 million ADRs
and other listed equity securities outstanding. The all-inclusive
annual fee for companies on the Global and Global Select Markets with
10 million or fewer ADRs and other listed equity securities will remain
at $45,000, which is the same as the minimum all-inclusive annual fee
for other companies listing up to 10 million equity securities on the
Global and Global Select Markets.\4\ On the Capital Market, the all-
inclusive annual fee for companies with 10 million or fewer ADRs and
other listed equity securities will be increased to $45,000 [sic],\5\
which is the same as the minimum all-inclusive annual fee for other
companies listing up to 10 million equity securities on the Capital
Market.\6\
---------------------------------------------------------------------------
\4\ See Listing Rule 5910(b)(2)(A).
\5\ The Commission notes that this reference to $45,000 is an
error in Nasdaq's description of its proposed rule change and, in
accordance with the proposed rule text and as described correctly
above, the all-inclusive annual fee for companies on the Capital
Market with 10 million or fewer ADRs and other listed equity
securities will be increased to $42,000.
\6\ See Listing Rule 5920(b)(2)(A).
---------------------------------------------------------------------------
The all-inclusive annual fees for all other companies listing ADRs
on Nasdaq will also increase to reflect the value of the listing,
although such fees will remain lower than the fees paid by other
domestic and foreign companies listing equity securities.\7\ Nasdaq
believes it is appropriate to charge companies that list ADRs lower
fees than companies that list common stock or ordinary shares, once
they have reached the minimum fee. For many companies that list ADRs
Nasdaq is not the primary listing and therefore the lower fee serves as
an incentive to list or maintain their listing. In addition, issuers of
ADRs are not subject to all of the same regulatory requirements as
other companies and therefore Nasdaq's regulatory costs to list these
companies is lower.\8\
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\7\ The all-inclusive annual fee for common stock and ordinary
shares ranges from $42,000 to $75,000 on the Capital Market and from
$45,000 to $155,000 on the Global and Global Select Markets. See
Listing Rules 5910(b)(2)(A) and 5920(b)(2)(A).
\8\ Because ADRs can only be issued by foreign private issuers,
their issuers may rely on exemptions to certain corporate governance
rules. See Listing Rule 5615(a)(3) and IM-5615-3. In addition, ADRs
are not subject to the requirement to notify Nasdaq prior to certain
share issuances. See Listing Rule 5250(e)(2).
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While these changes are effective upon filing, Nasdaq has
designated the proposed amendments to be operative on January 1, 2019.
2. Statutory Basis
Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\9\ in general and with Section
6(b)(4) and (5) of the Act,\10\ in particular in that it provides for
the equitable allocation of reasonable dues, fees, and other charges
among its members, issuers and other persons using its facilities and
does not unfairly discriminate between customers, issuers, brokers or
dealers.
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\9\ 15 U.S.C. 78f.
\10\ 15 U.S.C. 78f(b)(4) and (5).
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The proposed fee change is an equitable allocation of reasonable
fees because it will better align the all-inclusive annual fees paid by
companies listing ADRs with the fees paid by other Nasdaq-listed
companies and with the value that such a listing provides to the
company. Specifically, under the proposed rule change, the minimum all-
inclusive annual fee for companies that list ADRs would be the same
minimum fees as are paid by other companies, which Nasdaq believes is
reasonable and an equitable allocation of fees because companies that
list ADRs receive the same services and trade on the same trading
platform as other companies. For the same reason, Nasdaq also believes
that it is an equitable allocation of reasonable fees to raise the fees
paid by companies that list more ADRs than are included in the minimum
fee tier because that change will result in fees that are closer to the
fees paid by other companies listing the same number of securities.
Under the proposed fee schedule, the all-inclusive annual fee for
companies that list more ADRs than the minimum fee tier will be lower
than the fee charged to other companies. Further, the difference
between the fees charged a company that lists ADRs and a company that
lists other equity securities increases when there are more shares
outstanding. Because companies that list ADRs also typically have
primary trading on another market, and because companies that list ADRs
are not subject to all of Nasdaq's governance and notification
requirements and therefore Nasdaq's regulatory costs for such companies
can be lower,\11\ Nasdaq believes that it is an equitable allocation of
reasonable fees, and not unfairly discriminatory to charge lower fees
beyond the minimum fee tier and to have a lower maximum fee for ADRs
than for other companies listing equity securities.
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\11\ See footnote 8, supra.
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Finally, NASDAQ notes that it operates in a highly competitive
market in which market participants can readily switch exchanges if
they deem the listing fees excessive.\12\ In such an environment,
NASDAQ must
[[Page 67376]]
continually review its fees to assure that they remain competitive.
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\12\ The Justice Department has noted the intense competitive
environment for exchange listings. See ``NASDAQ OMX Group Inc. and
IntercontinentalExchange Inc. Abandon Their Proposed Acquisition Of
NYSE Euronext After Justice Department Threatens Lawsuit'' (May 16,
2011), available at https://www.justice.gov/atr/public/press_releases/2011/271214.htm.
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B. Self-Regulatory Organization's Statement on Burden on Competition
Nasdaq does not believe that the proposed rule change will result
in any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended. The market for
listing services is extremely competitive and listed companies may
freely choose alternative venues, both within the U.S. and
internationally. For this reason, Nasdaq does not believe that the
proposed rule change will result in any burden on competition for
listings.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(ii) of the Act.\13\
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\13\ 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-2018-103 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-2018-103. 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 website (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 website 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. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NASDAQ-2018-103, and should be submitted
on or before January 18, 2019.
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\14\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\14\
Brent J. Fields,
Secretary.
[FR Doc. 2018-28181 Filed 12-27-18; 8:45 am]
BILLING CODE 8011-01-P
