Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To Adopt Rule 14.602 Related to Promotional Services and Listing Ceremonies for Listed Companies, 8812-8814 [2021-02592]
Download as PDF
<![CDATA[
8812
Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices
ESTIMATE OF ANNUAL RESPONDENT BURDEN—Continued
Annual
responses
Form No.
Burden
(hours)
G–315A ........................................................................................................................................
G–315A.1 .....................................................................................................................................
20
20
3
2
1
1
Total ......................................................................................................................................
900
........................
217
Additional Information or Comments:
To request more information or to
obtain a copy of the information
collection justification, forms, and/or
supporting material, contact Kennisha
Tucker at (312) 469–2591 or
Kennisha.Tucker@rrb.gov. Comments
regarding the information collection
should be addressed to Brian Foster,
Railroad Retirement Board, 844 North
Rush Street, Chicago, Illinois 60611–
1275 or emailed to Brian.Foster@rrb.gov.
Written comments should be received
within 60 days of this notice.
Brian D. Foster,
Clearance Officer.
[FR Doc. 2021–02664 Filed 2–8–21; 8:45 am]
BILLING CODE 7905–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–91054; File No. SR–LTSE–
2020–22]
Self-Regulatory Organizations; LongTerm Stock Exchange, Inc.; Notice of
Filing of Amendment No. 1 and Order
Granting Accelerated Approval of a
Proposed Rule Change, as Modified by
Amendment No. 1, To Adopt Rule
14.602 Related to Promotional Services
and Listing Ceremonies for Listed
Companies
February 3, 2021.
2020.3 On January 22, 2021, the
Exchange filed Amendment No. 1 to the
proposed rule change, which replaced
and superseded the proposed rule
change in its entirety.4 The Commission
has received no comments on the
proposed rule change. This order
provides notice of the filing of
Amendment No. 1 to the proposed rule
change, and grants approval to the
proposed rule change, as modified by
Amendment No. 1, on an accelerated
basis.
II. Description of the Proposed Rule
Change, as Modified by Amendment
No. 1
The Exchange proposes to adopt Rule
14.602 to provide for promotional
services and listing ceremonies that will
be offered by the Exchange in
connection with a Company’s 5 approval
for listing on the Exchange.6
Proposed LTSE Rule 14.602 states that
in connection with a Company’s
approval for listing, the Exchange offers
promotional services (including press
releases, articles, videos, and podcasts)
and invites the Company to participate
in listing ceremonies.7 According to the
Exchange, the promotional services
would be tailored to meet the needs of
the Company, and would allow the
Company access to media services that
would support the creation of press
releases, articles, videos, and podcasts
featuring the Company and its
personnel.8 These promotional services
I. Introduction
khammond on DSKJM1Z7X2PROD with NOTICES
Time
(minutes)
On December 10, 2020, Long-Term
Stock Exchange, Inc. (‘‘LTSE’’ or
‘‘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
adopt Rule 14.602 to provide for
promotional services and listing
ceremonies that will be offered by the
Exchange in connection with a
Company’s approval for listing on the
Exchange. The proposed rule change
was published for comment in the
Federal Register on December 28,
1 15
2 17
U.S.C. 78s(b)(1).
CFR 240.19b–4.
VerDate Sep<11>2014
17:07 Feb 08, 2021
Jkt 253001
3 See Securities Exchange Act Release No. 90731
(December 18, 2020), 85 FR 84449 (December 28,
2020) (‘‘Notice’’).
4 In Amendment No. 1 to the proposed rule
change, the Exchange clarified that: (i) The
proposed promotional services and listing
ceremonies will be offered to Companies on or
around the time of listing, in connection with
listing on the Exchange; and (ii) that the Exchange
will offer comparable promotional services and
listing ceremonies of comparable value to each
listed Company. Amendment No. 1 is available on
the Commission’s website at https://www.sec.gov/
comments/sr-ltse-2020-22/srltse202022-8274519228078.pdf.
5 ‘‘Company’’ means the issuer of a security listed
or applying to list on the Exchange. For purposes
of Chapter 14 of the LTSE Rules, the term
‘‘Company’’ includes an issuer that is not
incorporated, such as, for example, a limited
partnership. See LTSE Rule 14.002(a)(5).
6 See Notice, supra note 3, at 84449.
7 See id.
8 See id.
PO 00000
Frm 00061
Fmt 4703
Sfmt 4703
also would include assistance with
distributing such content on traditional
and social media platforms, including
websites operated by the Exchange.9
The Exchange states that a full suite of
promotional services will be offered to
each Company approved to list on the
Exchange, and that some Companies
may choose to avail themselves of all
promotional services, whereas others
may choose only a subset of services or
none.10
The Exchange further proposes to
establish a listing ceremony to
commemorate a Company becoming
listed on the Exchange.11 While LTSE is
only accepting dual-listings at the
present time, the Exchange asserts that
the decision of a Company to list on the
Exchange and adopt ‘‘Long-Term
Policies’’ consistent with LTSE Rule
14.425 is a significant event for which
a listing ceremony would be
appropriate.12 According to the
Exchange, the listing ceremony would
be comparable to ‘‘ringing a bell’’ by
gathering Company and Exchange
personnel to celebrate that the Company
has listed on the Exchange.13 The
Exchange states that because it does not
have a trading floor or a market site, it
will work with each Company to design
and plan a listing ceremony that reflects
the Company’s values and mission, and
that the ceremony may be conducted in
person or remotely.14
The Exchange anticipates that it will
use an affiliate, LTSE Services, Inc.
(‘‘LTSE Services’’), to, among other
things, draft marketing content for
review by the Exchange and the
Company, produce and edit videos and
podcasts, and coordinate listing
ceremonies, whether done as in-person
or remote events.15 LTSE maintains a
commercial relationship with LTSE
9 See
id.
id.
11 See id.
12 See id.
13 See id. at 84450.
14 See id. at 84449–50. In this regard, the
Exchange states that the absence of a trading floor
or dedicated market site allows the Exchange to be
flexible in providing listing ceremonies that can be
more inclusive in terms of the number of Company
personnel who may attend and the location of the
ceremony. See id. at 84450.
15 See id. at 84450 n.6.
10 See
E:\FR\FM\09FEN1.SGM
09FEN1
Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices
Services to leverage the company’s
technological expertise to support the
Exchange’s software needs,16 and LTSE
Services also provides communications
and marketing services to the
Exchange.17
The Exchange states that its proposed
provisions regarding listing ceremonies
would be comparable to provisions in
New York Stock Exchange LLC
(‘‘NYSE’’) Listed Company Manual
Section 106.03,18 though tailored to
address the fact that a Company listing
on LTSE may be a public company and
therefore is already trading on the
Exchange (as well as other national
securities exchanges).19 Moreover, the
Exchange asserts that its listing
ceremonies would be more inclusive, as
LTSE does not plan to limit listing
ceremonies to a particular physical
location or solely to a Company’s
directors and officers.20
In addition, the Exchange represents
that if it expands the menu of
promotional services offered, or elects to
provide new products or services to
listed Companies, the Exchange will
incorporate such changes in a new
proposed rule change.21
khammond on DSKJM1Z7X2PROD with NOTICES
III. Discussion and Commission
Findings
The Commission has carefully
reviewed the proposed rule change, as
modified by Amendment No. 1, and
finds that it is consistent with the
requirements of Section 6 of the Act.22
Specifically, the Commission finds that
the proposal is consistent with Sections
6(b)(4) 23 and 6(b)(5) of the Act 24 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
16 See Securities Exchange Act Release No. 85828
(May 10, 2019), 84 FR 21841, 21842 (May 15, 2019)
(File No. 10–234) (In the Matter of the Application
of Long Term Stock Exchange, Inc.; for Registration
as a National Securities Exchange; Findings,
Opinion, and Order of the Commission).
17 See Notice, supra note 3, at 84450 n.6.
18 See NYSE Listed Company Manual Section
106.03 (‘‘The Exchange invites the company’s
directors and officers to participate in listing
ceremonies on the first day of trading. . . . The
Exchange has a public relations area which will
coordinate the publicity for the event including
picture taking on the trading floor.’’).
19 See Notice, supra note 3, at 84450.
20 The Exchange states that it believes the
Company should determine where such ceremonies
should take place and who should participate in the
ceremonies. See id.
21 See id. at 84449 n.4
22 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).
23 15 U.S.C. 78f(b)(4).
24 15 U.S.C. 78f(b)(5).
VerDate Sep<11>2014
17:07 Feb 08, 2021
Jkt 253001
using the Exchange’s facilities, and is
not designed to permit unfair
discrimination between customers,
issuers, brokers, or dealers. Moreover,
the Commission finds that the proposal
is consistent with Section 6(b)(8) of the
Act 25 in that it does not impose any
burden on competition not necessary or
appropriate in furtherance of the
purposes of the Act.
The Exchange argues that it is fair and
reasonable to offer promotional services
and listing ceremonies to Companies on
or around the time of listing, in
connection with listing on the
Exchange, given that LTSE expects to
face competition from NYSE and the
Nasdaq Stock Market LLC (‘‘Nasdaq’’) as
a new entrant into the exchange listing
market.26 The Exchange asserts that
offering promotional services and listing
ceremonies for Companies listing on the
Exchange would allow the Exchange to
more effectively attract Companies to
list on LTSE.27 The Exchange contends
that to the extent its listing program is
successful, it will provide a competitive
alternative that will thereby benefit
companies and investors, and remove
impediments to and perfect the
mechanism of a free and open market
and a national market system, consistent
with the protection of investors and the
public interest.28
The Exchange also argues that its
proposal to offer promotional services
and listing ceremonies for listed
Companies is fair and not unfairly
discriminatory because the promotional
services and listing ceremonies will be
offered to all listed Companies on the
same terms and conditions without
differentiation.29 The Exchange further
states that it will offer comparable
promotional services and listing
ceremonies of comparable value to each
listed Company.30 According to the
Exchange, the scope of promotional
services and listing ceremonies
provided by the Exchange to each
Company ultimately will depend on
which services the Company selects,
insofar as these are optional services for
the Company.31
Finally, the Exchange argues that the
proposed rule change, as modified by
Amendment No. 1, will not result in any
25 15
U.S.C. 78f(b)(8).
Notice, supra note 3, at 84450; Amendment
No. 1, supra note 4, at 6. The Exchange maintains
that the existing U.S. exchange listing market for
operating companies is ‘‘essentially a duopoly,’’
with the vast majority of operating companies listed
on U.S. securities exchanges listing on NYSE or
Nasdaq. See Notice, supra note 3, at 84450.
27 See id.
28 See id.
29 See id.
30 See Amendment No. 1, supra note 4, at 7.
31 See Notice, supra note 3, at 84450.
26 See
PO 00000
Frm 00062
Fmt 4703
Sfmt 4703
8813
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act.32 The
Exchange asserts that the proposal will
enhance competition by facilitating
LTSE’s listing program, which will
allow the Exchange to provide
companies with another listing option,
thereby promoting intermarket
competition between exchanges by
offering a new listing market to compete
with NYSE and Nasdaq.33 The Exchange
states that, as a dual listing venue, LTSE
expects to face competition from
existing exchanges because companies
have a choice to list their securities
solely on a primary listing venue.34
Consequently, the Exchange contends
that the degree to which its promotional
services and listing ceremonies could
impose any burden on intermarket
competition is extremely limited.35 In
addition, the Exchange argues that the
proposed rule change, as modified by
Amendment No. 1, will not result in any
burden on intramarket competition,
either, since LTSE will offer the
promotional services and listing
ceremonies for all listed Companies on
the same terms and conditions without
differentiation.36
The Commission believes that the
proposed rule change, as amended, is
appropriate and consistent with the Act.
The Commission believes that by
describing in its Rules the promotional
services and listing ceremonies
available to listed Companies, the
Exchange is adding greater transparency
to its rules and the fees applicable to
such Companies.37 This will help 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. In
this regard, the Commission also notes
the Exchange’s representation that the
proposed promotional services and
listing ceremonies will be offered to
Companies only on or around the time
of listing, in connection with listing on
32 See
id.
id.
34 See id.
35 See id.
36 See id.
37 The Commission views complimentary
products and services provided by exchanges to
listed companies as a discount on the ultimate
listing fees paid by such companies. See, e.g.,
Securities Exchange Act Release Nos. 81872
(October 13, 2017), 82 FR 48733 (October 19, 2017)
(order approving SR–IEX–2017–20); 65127 (August
12, 2011), 76 FR 51449 (August 18, 2011) (order
approving SR–NYSE–2011–20); and 65963
(December 15, 2011), 76 FR 79262 (December 21,
2011) (order approving SR–NASDAQ–2011–122).
33 See
E:\FR\FM\09FEN1.SGM
09FEN1
8814
Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices
the Exchange,38 and not on an ongoing
basis.
Moreover, the Commission notes the
Exchange’s representations that the
proposed promotional services and
listing ceremonies will be offered to all
listed Companies on the same terms and
conditions without differentiation,39
and that the Exchange will offer
comparable promotional services and
listing ceremonies of comparable value
to each listed Company.40 Accordingly,
the Commission believes that the
proposed rule change, as modified by
Amendment No. 1, is consistent with
the requirements of the Act and, in
particular, that the services are
equitably allocated among issuers
consistent with Section 6(b)(4) of the
Act,41 and the rule does not unfairly
discriminate between issuers consistent
with Section 6(b)(5) of the Act.42 The
Commission also notes that the
Exchange has represented that if it
expands the menu of promotional
services offered, or elects to provide
new products or services to listed
Companies, the Exchange will
incorporate such changes in a new
proposed rule change.43
The Commission also believes that the
Exchange is responding to competitive
pressures in the market for listings in
making this proposal. Specifically, the
Exchange stated in its proposal that it
expects to face competition as a new
entrant in the market for exchange
listings, and that it believes the
promotional services and listing
ceremonies that it proposes to offer to
listed companies will facilitate LTSE’s
ability to attract and retain listings.44 In
particular, the Exchange maintains that
it expects to face significant competition
from NYSE and Nasdaq for listings, and
that comparable offerings of
promotional services and listing
ceremonies are already provided by
NYSE.45 Accordingly, the Commission
believes that the proposed rule reflects
the current competitive environment for
exchange listings among national
securities exchanges, and is appropriate
and consistent with Section 6(b)(8) of
the Act.46
khammond on DSKJM1Z7X2PROD with NOTICES
38 See
Amendment No. 1, supra note 4, at 6.
Notice, supra note 3, at 84450.
40 See Amendment No. 1, supra note 4, at 7.
41 15 U.S.C. 78f(b)(4).
42 15 U.S.C. 78f(b)(5).
43 See Notice, supra note 3, at 84449 n.4.
44 See id. at 84450.
45 See id. at 84449 n.5; id. at 84450. See also
NYSE Listed Company Manual Section 106.03.
46 15 U.S.C. 78f(b)(8).
39 See
VerDate Sep<11>2014
17:07 Feb 08, 2021
Jkt 253001
IV. Solicitation of Comments on
Amendment No. 1
Interested persons are invited to
submit written data, views, and
arguments concerning whether
Amendment No. 1 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 No. SR–
LTSE–2020–22 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File No.
SR–LTSE–2020–22. The file numbers
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 publicly available. All
submissions should refer to File No.
SR–LTSE–2020–22 and should be
submitted on or before March 2, 2021.
V. Accelerated Approval of Proposed
Rule Change, as Modified by
Amendment No. 1
The Commission finds good cause to
approve the proposed rule change, as
PO 00000
Frm 00063
Fmt 4703
Sfmt 4703
modified by Amendment No. 1, prior to
the thirtieth day after the date of
publication of notice of the amended
proposal in the Federal Register. As
discussed above, in Amendment No. 1,
the Exchange clarified that: (i) The
proposed promotional services and
listing ceremonies will be offered to
Companies on or around the time of
listing, in connection with listing on the
Exchange; and (ii) that the Exchange
will offer comparable promotional
services and listing ceremonies of
comparable value to each listed
Company. The Commission believes
that these clarifications will help to
ensure that individual listed Companies
are not given specially negotiated
packages of products and services to list
or remain listed, as well as to ensure
that the services are equitably allocated
among issuers consistent with Section
6(b)(4) of the Act 47 and that the rule
does not unfairly discriminate between
issuers consistent with Section 6(b)(5) of
the Act.48 Accordingly, the Commission
finds good cause, pursuant to Section
19(b)(2) of the Act,49 to approve the
proposed rule change, as modified by
Amendment No. 1, on an accelerated
basis.
VI. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,50 that the
proposed rule change (SR–LTSE–2020–
22), as modified by Amendment No. 1,
be, and hereby is, approved on an
accelerated basis.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.51
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–02592 Filed 2–8–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–91053; File No. SR–CBOE–
2021–010]
Self-Regulatory Organizations; Cboe
Exchange, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Establish a Policy
Relating to Billing Errors
February 3, 2021.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
47 15
U.S.C. 78f(b)(4).
U.S.C. 78f(b)(5).
49 15 U.S.C. 78s(b)(2).
50 15 U.S.C. 78s(b)(2).
51 17 CFR 200.30–3(a)(12).
48 15
E:\FR\FM\09FEN1.SGM
09FEN1
]]>Agencies
[Federal Register Volume 86, Number 25 (Tuesday, February 9, 2021)]
[Notices]
[Pages 8812-8814]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-02592]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-91054; File No. SR-LTSE-2020-22]
Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.;
Notice of Filing of Amendment No. 1 and Order Granting Accelerated
Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To
Adopt Rule 14.602 Related to Promotional Services and Listing
Ceremonies for Listed Companies
February 3, 2021.
I. Introduction
On December 10, 2020, Long-Term Stock Exchange, Inc. (``LTSE'' or
``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 adopt Rule 14.602 to provide for promotional
services and listing ceremonies that will be offered by the Exchange in
connection with a Company's approval for listing on the Exchange. The
proposed rule change was published for comment in the Federal Register
on December 28, 2020.\3\ On January 22, 2021, the Exchange filed
Amendment No. 1 to the proposed rule change, which replaced and
superseded the proposed rule change in its entirety.\4\ The Commission
has received no comments on the proposed rule change. This order
provides notice of the filing of Amendment No. 1 to the proposed rule
change, and grants approval to the proposed rule change, as modified by
Amendment No. 1, on an accelerated basis.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 90731 (December 18,
2020), 85 FR 84449 (December 28, 2020) (``Notice'').
\4\ In Amendment No. 1 to the proposed rule change, the Exchange
clarified that: (i) The proposed promotional services and listing
ceremonies will be offered to Companies on or around the time of
listing, in connection with listing on the Exchange; and (ii) that
the Exchange will offer comparable promotional services and listing
ceremonies of comparable value to each listed Company. Amendment No.
1 is available on the Commission's website at https://www.sec.gov/comments/sr-ltse-2020-22/srltse202022-8274519-228078.pdf.
---------------------------------------------------------------------------
II. Description of the Proposed Rule Change, as Modified by Amendment
No. 1
The Exchange proposes to adopt Rule 14.602 to provide for
promotional services and listing ceremonies that will be offered by the
Exchange in connection with a Company's \5\ approval for listing on the
Exchange.\6\
---------------------------------------------------------------------------
\5\ ``Company'' means the issuer of a security listed or
applying to list on the Exchange. For purposes of Chapter 14 of the
LTSE Rules, the term ``Company'' includes an issuer that is not
incorporated, such as, for example, a limited partnership. See LTSE
Rule 14.002(a)(5).
\6\ See Notice, supra note 3, at 84449.
---------------------------------------------------------------------------
Proposed LTSE Rule 14.602 states that in connection with a
Company's approval for listing, the Exchange offers promotional
services (including press releases, articles, videos, and podcasts) and
invites the Company to participate in listing ceremonies.\7\ According
to the Exchange, the promotional services would be tailored to meet the
needs of the Company, and would allow the Company access to media
services that would support the creation of press releases, articles,
videos, and podcasts featuring the Company and its personnel.\8\ These
promotional services also would include assistance with distributing
such content on traditional and social media platforms, including
websites operated by the Exchange.\9\ The Exchange states that a full
suite of promotional services will be offered to each Company approved
to list on the Exchange, and that some Companies may choose to avail
themselves of all promotional services, whereas others may choose only
a subset of services or none.\10\
---------------------------------------------------------------------------
\7\ See id.
\8\ See id.
\9\ See id.
\10\ See id.
---------------------------------------------------------------------------
The Exchange further proposes to establish a listing ceremony to
commemorate a Company becoming listed on the Exchange.\11\ While LTSE
is only accepting dual-listings at the present time, the Exchange
asserts that the decision of a Company to list on the Exchange and
adopt ``Long-Term Policies'' consistent with LTSE Rule 14.425 is a
significant event for which a listing ceremony would be
appropriate.\12\ According to the Exchange, the listing ceremony would
be comparable to ``ringing a bell'' by gathering Company and Exchange
personnel to celebrate that the Company has listed on the Exchange.\13\
The Exchange states that because it does not have a trading floor or a
market site, it will work with each Company to design and plan a
listing ceremony that reflects the Company's values and mission, and
that the ceremony may be conducted in person or remotely.\14\
---------------------------------------------------------------------------
\11\ See id.
\12\ See id.
\13\ See id. at 84450.
\14\ See id. at 84449-50. In this regard, the Exchange states
that the absence of a trading floor or dedicated market site allows
the Exchange to be flexible in providing listing ceremonies that can
be more inclusive in terms of the number of Company personnel who
may attend and the location of the ceremony. See id. at 84450.
---------------------------------------------------------------------------
The Exchange anticipates that it will use an affiliate, LTSE
Services, Inc. (``LTSE Services''), to, among other things, draft
marketing content for review by the Exchange and the Company, produce
and edit videos and podcasts, and coordinate listing ceremonies,
whether done as in-person or remote events.\15\ LTSE maintains a
commercial relationship with LTSE
[[Page 8813]]
Services to leverage the company's technological expertise to support
the Exchange's software needs,\16\ and LTSE Services also provides
communications and marketing services to the Exchange.\17\
---------------------------------------------------------------------------
\15\ See id. at 84450 n.6.
\16\ See Securities Exchange Act Release No. 85828 (May 10,
2019), 84 FR 21841, 21842 (May 15, 2019) (File No. 10-234) (In the
Matter of the Application of Long Term Stock Exchange, Inc.; for
Registration as a National Securities Exchange; Findings, Opinion,
and Order of the Commission).
\17\ See Notice, supra note 3, at 84450 n.6.
---------------------------------------------------------------------------
The Exchange states that its proposed provisions regarding listing
ceremonies would be comparable to provisions in New York Stock Exchange
LLC (``NYSE'') Listed Company Manual Section 106.03,\18\ though
tailored to address the fact that a Company listing on LTSE may be a
public company and therefore is already trading on the Exchange (as
well as other national securities exchanges).\19\ Moreover, the
Exchange asserts that its listing ceremonies would be more inclusive,
as LTSE does not plan to limit listing ceremonies to a particular
physical location or solely to a Company's directors and officers.\20\
---------------------------------------------------------------------------
\18\ See NYSE Listed Company Manual Section 106.03 (``The
Exchange invites the company's directors and officers to participate
in listing ceremonies on the first day of trading. . . . The
Exchange has a public relations area which will coordinate the
publicity for the event including picture taking on the trading
floor.'').
\19\ See Notice, supra note 3, at 84450.
\20\ The Exchange states that it believes the Company should
determine where such ceremonies should take place and who should
participate in the ceremonies. See id.
---------------------------------------------------------------------------
In addition, the Exchange represents that if it expands the menu of
promotional services offered, or elects to provide new products or
services to listed Companies, the Exchange will incorporate such
changes in a new proposed rule change.\21\
---------------------------------------------------------------------------
\21\ See id. at 84449 n.4
---------------------------------------------------------------------------
III. Discussion and Commission Findings
The Commission has carefully reviewed the proposed rule change, as
modified by Amendment No. 1, and finds that it is consistent with the
requirements of Section 6 of the Act.\22\ Specifically, the Commission
finds that the proposal is consistent with Sections 6(b)(4) \23\ and
6(b)(5) of the Act \24\ 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 finds that the proposal is consistent with
Section 6(b)(8) of the Act \25\ in that it does not impose any burden
on competition not necessary or appropriate in furtherance of the
purposes of the Act.
---------------------------------------------------------------------------
\22\ 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).
\23\ 15 U.S.C. 78f(b)(4).
\24\ 15 U.S.C. 78f(b)(5).
\25\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------
The Exchange argues that it is fair and reasonable to offer
promotional services and listing ceremonies to Companies on or around
the time of listing, in connection with listing on the Exchange, given
that LTSE expects to face competition from NYSE and the Nasdaq Stock
Market LLC (``Nasdaq'') as a new entrant into the exchange listing
market.\26\ The Exchange asserts that offering promotional services and
listing ceremonies for Companies listing on the Exchange would allow
the Exchange to more effectively attract Companies to list on LTSE.\27\
The Exchange contends that to the extent its listing program is
successful, it will provide a competitive alternative that will thereby
benefit companies and investors, and remove impediments to and perfect
the mechanism of a free and open market and a national market system,
consistent with the protection of investors and the public
interest.\28\
---------------------------------------------------------------------------
\26\ See Notice, supra note 3, at 84450; Amendment No. 1, supra
note 4, at 6. The Exchange maintains that the existing U.S. exchange
listing market for operating companies is ``essentially a duopoly,''
with the vast majority of operating companies listed on U.S.
securities exchanges listing on NYSE or Nasdaq. See Notice, supra
note 3, at 84450.
\27\ See id.
\28\ See id.
---------------------------------------------------------------------------
The Exchange also argues that its proposal to offer promotional
services and listing ceremonies for listed Companies is fair and not
unfairly discriminatory because the promotional services and listing
ceremonies will be offered to all listed Companies on the same terms
and conditions without differentiation.\29\ The Exchange further states
that it will offer comparable promotional services and listing
ceremonies of comparable value to each listed Company.\30\ According to
the Exchange, the scope of promotional services and listing ceremonies
provided by the Exchange to each Company ultimately will depend on
which services the Company selects, insofar as these are optional
services for the Company.\31\
---------------------------------------------------------------------------
\29\ See id.
\30\ See Amendment No. 1, supra note 4, at 7.
\31\ See Notice, supra note 3, at 84450.
---------------------------------------------------------------------------
Finally, the Exchange argues that the proposed rule change, as
modified by Amendment No. 1, will not result in any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act.\32\ The Exchange asserts that the proposal will
enhance competition by facilitating LTSE's listing program, which will
allow the Exchange to provide companies with another listing option,
thereby promoting intermarket competition between exchanges by offering
a new listing market to compete with NYSE and Nasdaq.\33\ The Exchange
states that, as a dual listing venue, LTSE expects to face competition
from existing exchanges because companies have a choice to list their
securities solely on a primary listing venue.\34\ Consequently, the
Exchange contends that the degree to which its promotional services and
listing ceremonies could impose any burden on intermarket competition
is extremely limited.\35\ In addition, the Exchange argues that the
proposed rule change, as modified by Amendment No. 1, will not result
in any burden on intramarket competition, either, since LTSE will offer
the promotional services and listing ceremonies for all listed
Companies on the same terms and conditions without differentiation.\36\
---------------------------------------------------------------------------
\32\ See id.
\33\ See id.
\34\ See id.
\35\ See id.
\36\ See id.
---------------------------------------------------------------------------
The Commission believes that the proposed rule change, as amended,
is appropriate and consistent with the Act. The Commission believes
that by describing in its Rules the promotional services and listing
ceremonies available to listed Companies, the Exchange is adding
greater transparency to its rules and the fees applicable to such
Companies.\37\ This will help 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. In this regard, the Commission
also notes the Exchange's representation that the proposed promotional
services and listing ceremonies will be offered to Companies only on or
around the time of listing, in connection with listing on
[[Page 8814]]
the Exchange,\38\ and not on an ongoing basis.
---------------------------------------------------------------------------
\37\ The Commission views complimentary products and services
provided by exchanges to listed companies as a discount on the
ultimate listing fees paid by such companies. See, e.g., Securities
Exchange Act Release Nos. 81872 (October 13, 2017), 82 FR 48733
(October 19, 2017) (order approving SR-IEX-2017-20); 65127 (August
12, 2011), 76 FR 51449 (August 18, 2011) (order approving SR-NYSE-
2011-20); and 65963 (December 15, 2011), 76 FR 79262 (December 21,
2011) (order approving SR-NASDAQ-2011-122).
\38\ See Amendment No. 1, supra note 4, at 6.
---------------------------------------------------------------------------
Moreover, the Commission notes the Exchange's representations that
the proposed promotional services and listing ceremonies will be
offered to all listed Companies on the same terms and conditions
without differentiation,\39\ and that the Exchange will offer
comparable promotional services and listing ceremonies of comparable
value to each listed Company.\40\ Accordingly, the Commission believes
that the proposed rule change, as modified by Amendment No. 1, is
consistent with the requirements of the Act and, in particular, that
the services are equitably allocated among issuers consistent with
Section 6(b)(4) of the Act,\41\ and the rule does not unfairly
discriminate between issuers consistent with Section 6(b)(5) of the
Act.\42\ The Commission also notes that the Exchange has represented
that if it expands the menu of promotional services offered, or elects
to provide new products or services to listed Companies, the Exchange
will incorporate such changes in a new proposed rule change.\43\
---------------------------------------------------------------------------
\39\ See Notice, supra note 3, at 84450.
\40\ See Amendment No. 1, supra note 4, at 7.
\41\ 15 U.S.C. 78f(b)(4).
\42\ 15 U.S.C. 78f(b)(5).
\43\ See Notice, supra note 3, at 84449 n.4.
---------------------------------------------------------------------------
The Commission also believes that the Exchange is responding to
competitive pressures in the market for listings in making this
proposal. Specifically, the Exchange stated in its proposal that it
expects to face competition as a new entrant in the market for exchange
listings, and that it believes the promotional services and listing
ceremonies that it proposes to offer to listed companies will
facilitate LTSE's ability to attract and retain listings.\44\ In
particular, the Exchange maintains that it expects to face significant
competition from NYSE and Nasdaq for listings, and that comparable
offerings of promotional services and listing ceremonies are already
provided by NYSE.\45\ Accordingly, the Commission believes that the
proposed rule reflects the current competitive environment for exchange
listings among national securities exchanges, and is appropriate and
consistent with Section 6(b)(8) of the Act.\46\
---------------------------------------------------------------------------
\44\ See id. at 84450.
\45\ See id. at 84449 n.5; id. at 84450. See also NYSE Listed
Company Manual Section 106.03.
\46\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------
IV. Solicitation of Comments on Amendment No. 1
Interested persons are invited to submit written data, views, and
arguments concerning whether Amendment No. 1 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 [email protected]. Please include
File No. SR-LTSE-2020-22 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File No. SR-LTSE-2020-22. The file
numbers 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 publicly available. All submissions
should refer to File No. SR-LTSE-2020-22 and should be submitted on or
before March 2, 2021.
V. Accelerated Approval of Proposed Rule Change, as Modified by
Amendment No. 1
The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 1, prior to the thirtieth day
after the date of publication of notice of the amended proposal in the
Federal Register. As discussed above, in Amendment No. 1, the Exchange
clarified that: (i) The proposed promotional services and listing
ceremonies will be offered to Companies on or around the time of
listing, in connection with listing on the Exchange; and (ii) that the
Exchange will offer comparable promotional services and listing
ceremonies of comparable value to each listed Company. The Commission
believes that these clarifications will help to ensure that individual
listed Companies are not given specially negotiated packages of
products and services to list or remain listed, as well as to ensure
that the services are equitably allocated among issuers consistent with
Section 6(b)(4) of the Act \47\ and that the rule does not unfairly
discriminate between issuers consistent with Section 6(b)(5) of the
Act.\48\ Accordingly, the Commission finds good cause, pursuant to
Section 19(b)(2) of the Act,\49\ to approve the proposed rule change,
as modified by Amendment No. 1, on an accelerated basis.
---------------------------------------------------------------------------
\47\ 15 U.S.C. 78f(b)(4).
\48\ 15 U.S.C. 78f(b)(5).
\49\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------
VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\50\ that the proposed rule change (SR-LTSE-2020-22), as modified
by Amendment No. 1, be, and hereby is, approved on an accelerated
basis.
---------------------------------------------------------------------------
\50\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\51\
---------------------------------------------------------------------------
\51\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-02592 Filed 2-8-21; 8:45 am]
BILLING CODE 8011-01-P
