Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Insert Language Concerning an Initial Listing Requirement Applicable to American Depository Receipts or Shares, 19309-19311 [2021-07491]
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Federal Register / Vol. 86, No. 69 / Tuesday, April 13, 2021 / Notices
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:
• 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–
FINRA–2021–006 on the subject line.
Paper Comments
jbell on DSKJLSW7X2PROD with NOTICES
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–FINRA–2021–006. 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 FINRA. 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–FINRA–2021–006 and
should be submitted on or before May
4, 2021.
17:42 Apr 12, 2021
[FR Doc. 2021–07494 Filed 4–12–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
Electronic Comments
VerDate Sep<11>2014
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.23
J. Matthew DeLesDernier,
Assistant Secretary.
Jkt 253001
[Release No. 34–91492; File No. SR–
NASDAQ–2021–013]
Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Insert
Language Concerning an Initial Listing
Requirement Applicable to American
Depository Receipts or Shares
April 7, 2021.
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 March 24,
2021, 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 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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to revise
Listing Rule 5315(e) and Rule 5405(a),
which outline the initial listing
requirements for primary equity
securities for Nasdaq Global Select and
Global Market, respectively, to insert
language concerning the requirement for
there to be at least 400,000 ADRs issued
for initial listing of such securities.
The text of the proposed rule change
is available on the Exchange’s website at
https://listingcenter.nasdaq.com/
rulebook/nasdaq/rules, 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
23 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
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19309
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
Nasdaq is proposing to revise Listing
Rule 5315(e) and Rule 5405(a), which
outline the initial listing requirements
for primary equity securities for Nasdaq
Global Select and Global Market,
respectively, to insert language
concerning the requirement for there to
be at least 400,000 ADRs issued for
initial listing of such securities.
In 2009, Nasdaq moved the listing
rules from the Rule 4000 Series of the
Nasdaq Listing Rules and restated them
in Rule 5000 Series in order to reduce
redundancies and improve the
organization of the rules by presenting
them in a simpler, more transparent and
reader-friendly format.3 Prior to the
reorganization, Nasdaq Listing Rule
4320 provided the requirements for
listing on Nasdaq applicable to the
security of a non-Canadian foreign
issuer, ADR or similar security issued in
respect of a security of a foreign issuer.
The rule further provided that issuers
that met the requirements in Rule 4320,
but that were not listed on the Nasdaq
Global Market (including the Nasdaq
Global Select Market), were listed on the
Nasdaq Capital Market. Prior Rule
4320(e)(6) stated that ‘‘in the case of
. . . ADRs for initial listing only, at
least 400,000 shall be issued.’’ As part
of Rule 4320, this requirement applied
to ADRs listed on the Nasdaq Global
Market (including the Nasdaq Global
Select Market) as well as companies
listed on the Nasdaq Capital Market.
However, in the 2009 restatement of
the listing rules, the 400,000 ADR
requirement from Rule 4320(e)(6) was
restated under Rule 5505(a), which only
applies to the Nasdaq Capital Market.
Nasdaq inadvertently omitted this
requirement from Rule 5315(e) and Rule
5405(a), which outline the initial listing
requirements for primary equity
securities on the Nasdaq Global Select
Market and Nasdaq Global Market,
3 See Securities Exchange Act Release No. 59663
(March 31, 2009), 74 FR 15552 (April 6, 2009) (SR–
Nasdaq–2009–018). The listing rules contained in
the Rule 4000 Series as of April 13, 2009, are
available at https://listingcenter.nasdaq.com/assets/
rulebook/nasdaq/rules/old_listing_rules.pdf.
E:\FR\FM\13APN1.SGM
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Federal Register / Vol. 86, No. 69 / Tuesday, April 13, 2021 / Notices
respectively. As a result, there is
currently no stated minimum ADRs
requirement for the Nasdaq Global
Select Market and Nasdaq Global
Market. This change was inadvertent
and in connection with the 2009
restatement Nasdaq specifically
indicated that it was ‘‘not making any
substantive changes to the Listing
Rules.’’ 4
Accordingly Nasdaq now proposes to
insert language concerning the initial
listing requirement for there to be a
minimum of 400,000 ADRs issued for
all Nasdaq market tiers, which was
inadvertently deleted from the Nasdaq
Global Select and Global Markets.5
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act,6 in general, and furthers the
objectives of Section 6(b)(5) of the Act,7
in particular, in that it is designed to
promote just and equitable principles of
trade, to remove impediments to and
perfect the mechanism of a free and
open market and a national market
system, and, in general to protect
investors and the public interest. The
proposed rule change is consistent with
the investor protection provisions of the
Act because it will insert language
concerning the initial listing
requirement for there to be a minimum
of 400,000 ADRs issued, which Nasdaq
inadvertently omitted from the Nasdaq
Global Select and Global Markets, to
ensure consistency across the market
tiers. This requirement is designed to
help ensure that there is sufficient
liquidity in the issue to promote orderly
trading.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule change will have no
material impact on competition as it
merely inserts language concerning a
requirement, which Nasdaq
inadvertently omitted, to provide
consistency across the Nasdaq market
tiers and help ensure orderly trading in
ADRs.
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
Because the foregoing proposed rule
change does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 8 and Rule 19b–
4(f)(6) thereunder.9
A proposed rule change filed under
Rule 19b–4(f)(6) 10 normally does not
become operative for 30 days after the
date of the filing. However, pursuant to
Rule 19b–4(f)(6)(iii),11 the Commission
may designate a shorter time if such
action is consistent with the protection
of investors and the public interest. The
Exchange has asked the Commission to
waive the 30-day operative delay so that
the Exchange may immediately insert
language in the Listing Rules concerning
the initial listing requirement for the
minimum number of ADRs that must be
issued for a company to list on the
Nasdaq Global Select and Global
Market. The Exchange stated that the
proposed rule change would provide
transparency to the requirement’s
application to all market tiers in the
same manner as before it was
inadvertently omitted. The Commission
notes that previous Nasdaq Listing Rule
4320(e)(6) had applied this same
minimum ADRs issued requirement to
companies listing on the Nasdaq Global
Select and Global Market and that the
Exchange states that it had inadvertently
omitted the requirement in the Global
Select and Global Market rules in its
2009 restatement of its Listing Rules.12
For these reasons, the Commission
believes that waiver of the 30-day
operative delay is consistent with the
protection of investors and the public
8 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires a self-regulatory organization to
give the Commission written notice of its intent to
file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
10 17 CFR 240.19b–4(f)(6).
11 17 CFR 240.19b–4(f)(6)(iii).
12 See supra note 4 and accompanying text.
9 17
jbell on DSKJLSW7X2PROD with NOTICES
4 Id.
5 Since the 2009 restatement Nasdaq has not
listed any ADRs on the Nasdaq Global Select or
Global Markets with fewer than 400,000 ADRs
outstanding at the time of listing. The requirements
for a minimum number of round lot holders and
publicly held shares in Rule 4320(e)(6) have been
carried over to the Nasdaq Global Select and Global
Market rules pursuant to the 2009 restatement.
6 15 U.S.C. 78f(b).
7 15 U.S.C. 78f(b)(5).
VerDate Sep<11>2014
17:42 Apr 12, 2021
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interest. Accordingly, the Commission
hereby waives the 30-day operative
delay and designates the proposal
operative upon filing.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 necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
under Section 19(b)(2)(B) 14 of the Act to
determine whether the proposed rule
change 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–2021–013 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NASDAQ–2021–013. 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
13 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule change’s impact on efficiency,
competition, and capital formation. See 15 U.S.C.
78c(f).
14 15 U.S.C. 78s(b)(2)(B).
E:\FR\FM\13APN1.SGM
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Federal Register / Vol. 86, No. 69 / Tuesday, April 13, 2021 / Notices
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 the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
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–2021–013 and
should be submitted on or before May
4, 2021.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–07491 Filed 4–12–21; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–91489; File No. SR–ICC–
2021–007]
Self-Regulatory Organizations; ICE
Clear Credit LLC; Notice of Filing of
Proposed Rule Change Relating to
ICC’s Treasury Operations Policies
and Procedures
April 7, 2021.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on March 29,
2021, ICE Clear Credit LLC (‘‘ICC’’) filed
with the Securities and Exchange
Commission the proposed rule change
as described in Items I, II and III below,
which Items have been prepared
primarily by ICC. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
jbell on DSKJLSW7X2PROD with NOTICES
I. Clearing Agency’s Statement of the
Terms of Substance of the Proposed
Rule Change
The principal purpose of the
proposed rule change is to revise the
ICC Treasury Operations Policies and
Procedures (‘‘Treasury Policy’’). These
revisions do not require any changes to
the ICC Clearing Rules (the ‘‘Rules’’).
15 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
VerDate Sep<11>2014
17:42 Apr 12, 2021
Jkt 253001
II. Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
In its filing with the Commission, ICC
included statements concerning the
purpose of and basis for the proposed
rule change, security-based swap
submission, or advance notice and
discussed any comments it received on
the proposed rule change, securitybased swap submission, or advance
notice. The text of these statements may
be examined at the places specified in
Item IV below. ICC has prepared
summaries, set forth in sections (A), (B),
and (C) below, of the most significant
aspects of these statements.
(A) Clearing Agency’s Statement of the
Purpose of, and Statutory Basis for, the
Proposed Rule Change
(a) Purpose
ICC proposes to revise its Treasury
Policy. The proposed amendments
consist of clarifications and updates
with respect to governance
arrangements and collateral asset
haircuts and include other minor cleanup changes. ICC believes that such
revisions will facilitate the prompt and
accurate clearance and settlement of
securities transactions and derivative
agreements, contracts, and transactions
for which it is responsible. ICC proposes
to make such changes effective
following Commission approval of the
proposed rule change. The proposed
revisions are described in detail as
follows.
ICC proposes to amend the ‘‘Revision
History’’ section of the Treasury Policy.
The proposed changes correct a
statement indicating that the
document’s revision history is limited to
the last three years. The proposed
changes memorialize the review and
approval process of the document,
which consists of review by the Risk
Committee and review and approval by
the Board at least annually.
Additionally, ICC would update the
revision history table to include the
most recent changes to the document.
ICC proposes updates and
clarification changes to the ‘‘Collateral
Assets Risk Management Framework’’
appendix (‘‘Appendix 6’’). Under the
Treasury Policy, ICC accounts for the
risk associated with fluctuations in the
value of collateral assets by applying
haircuts. Haircuts are calculated by the
ICC Risk Department (the ‘‘Risk
Department’’) on an on-going basis and
described in more detail in Appendix 6.
ICC proposes changes in Appendix 6
that update the measure of daily
changes for collateral assets such as
sovereign debt. The proposed changes
PO 00000
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19311
would amend and remove certain
language that differentiates between
yield rates greater than and less than or
equal to one basis point in respect of
sovereign debt collateral haircuts. Such
amendments do not represent a change
to the methodology and would provide
a more generalized and consistent
collateral risk management framework
for sovereign debt. ICC proposes
additional clarifications, including with
respect to time series used for sovereign
debt collateral haircuts and a formula
regarding a risk factor specific haircut.
ICC also proposes a grammatical update
to change a reference to ‘‘haircuts’’ from
plural to singular.
ICC further proposes additional detail
on the process of reviewing and
updating collateral asset haircuts.
Appendix 6 currently states that such
haircuts are reviewed monthly. ICC
proposes to clarify that haircuts are
established by the Risk Department
within their respective intervals and are
reviewed at least monthly to determine
the need for updates. ICC also proposes
to specify any discretion provided to the
Risk Department during periods of
extreme market stress with respect to
updating collateral asset haircuts.
(b) Statutory Basis
Section 17A(b)(3)(F) of the Act 3
requires, among other things, that the
rules of a clearing agency be designed to
promote the prompt and accurate
clearance and settlement of securities
transactions, and to the extent
applicable, derivative agreements,
contracts and transactions; to assure the
safeguarding of securities and funds
which are in the custody or control of
the clearing agency or for which it is
responsible; and to comply with the
provisions of the Act and the rules and
regulations thereunder. ICC believes
that the proposed rule change is
consistent with the requirements of the
Act and the rules and regulations
thereunder applicable to ICC, in
particular, to Section 17(A)(b)(3)(F),4
because ICC believes that the proposed
rule change will promote the prompt
and accurate clearance and settlement of
securities transactions, derivatives
agreements, contracts, and transactions,
and contribute to the safeguarding of
securities and funds associated with
security-based swap transactions in
ICC’s custody or control, or for which
ICC is responsible. As described above,
the proposed rule change would allow
ICC to make certain clarifications and
updates to the Treasury Policy,
including with respect to collateral asset
3 15
U.S.C. 78q–1(b)(3)(F).
4 Id.
E:\FR\FM\13APN1.SGM
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]]>Agencies
[Federal Register Volume 86, Number 69 (Tuesday, April 13, 2021)]
[Notices]
[Pages 19309-19311]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-07491]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-91492; File No. SR-NASDAQ-2021-013]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Insert Language Concerning an Initial Listing Requirement Applicable to
American Depository Receipts or Shares
April 7, 2021.
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 March 24, 2021, 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 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.
---------------------------------------------------------------------------
\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 revise Listing Rule 5315(e) and Rule
5405(a), which outline the initial listing requirements for primary
equity securities for Nasdaq Global Select and Global Market,
respectively, to insert language concerning the requirement for there
to be at least 400,000 ADRs issued for initial listing of such
securities.
The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rules, 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
Nasdaq is proposing to revise Listing Rule 5315(e) and Rule
5405(a), which outline the initial listing requirements for primary
equity securities for Nasdaq Global Select and Global Market,
respectively, to insert language concerning the requirement for there
to be at least 400,000 ADRs issued for initial listing of such
securities.
In 2009, Nasdaq moved the listing rules from the Rule 4000 Series
of the Nasdaq Listing Rules and restated them in Rule 5000 Series in
order to reduce redundancies and improve the organization of the rules
by presenting them in a simpler, more transparent and reader-friendly
format.\3\ Prior to the reorganization, Nasdaq Listing Rule 4320
provided the requirements for listing on Nasdaq applicable to the
security of a non-Canadian foreign issuer, ADR or similar security
issued in respect of a security of a foreign issuer. The rule further
provided that issuers that met the requirements in Rule 4320, but that
were not listed on the Nasdaq Global Market (including the Nasdaq
Global Select Market), were listed on the Nasdaq Capital Market. Prior
Rule 4320(e)(6) stated that ``in the case of . . . ADRs for initial
listing only, at least 400,000 shall be issued.'' As part of Rule 4320,
this requirement applied to ADRs listed on the Nasdaq Global Market
(including the Nasdaq Global Select Market) as well as companies listed
on the Nasdaq Capital Market.
---------------------------------------------------------------------------
\3\ See Securities Exchange Act Release No. 59663 (March 31,
2009), 74 FR 15552 (April 6, 2009) (SR-Nasdaq-2009-018). The listing
rules contained in the Rule 4000 Series as of April 13, 2009, are
available at https://listingcenter.nasdaq.com/assets/rulebook/nasdaq/rules/old_listing_rules.pdf.
---------------------------------------------------------------------------
However, in the 2009 restatement of the listing rules, the 400,000
ADR requirement from Rule 4320(e)(6) was restated under Rule 5505(a),
which only applies to the Nasdaq Capital Market. Nasdaq inadvertently
omitted this requirement from Rule 5315(e) and Rule 5405(a), which
outline the initial listing requirements for primary equity securities
on the Nasdaq Global Select Market and Nasdaq Global Market,
[[Page 19310]]
respectively. As a result, there is currently no stated minimum ADRs
requirement for the Nasdaq Global Select Market and Nasdaq Global
Market. This change was inadvertent and in connection with the 2009
restatement Nasdaq specifically indicated that it was ``not making any
substantive changes to the Listing Rules.'' \4\
---------------------------------------------------------------------------
\4\ Id.
---------------------------------------------------------------------------
Accordingly Nasdaq now proposes to insert language concerning the
initial listing requirement for there to be a minimum of 400,000 ADRs
issued for all Nasdaq market tiers, which was inadvertently deleted
from the Nasdaq Global Select and Global Markets.\5\
---------------------------------------------------------------------------
\5\ Since the 2009 restatement Nasdaq has not listed any ADRs on
the Nasdaq Global Select or Global Markets with fewer than 400,000
ADRs outstanding at the time of listing. The requirements for a
minimum number of round lot holders and publicly held shares in Rule
4320(e)(6) have been carried over to the Nasdaq Global Select and
Global Market rules pursuant to the 2009 restatement.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\6\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\7\ in particular, in that it is designed to promote
just and equitable principles of trade, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general to protect investors and the public interest.
The proposed rule change is consistent with the investor protection
provisions of the Act because it will insert language concerning the
initial listing requirement for there to be a minimum of 400,000 ADRs
issued, which Nasdaq inadvertently omitted from the Nasdaq Global
Select and Global Markets, to ensure consistency across the market
tiers. This requirement is designed to help ensure that there is
sufficient liquidity in the issue to promote orderly trading.
---------------------------------------------------------------------------
\6\ 15 U.S.C. 78f(b).
\7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The proposed rule change will
have no material impact on competition as it merely inserts language
concerning a requirement, which Nasdaq inadvertently omitted, to
provide consistency across the Nasdaq market tiers and help ensure
orderly trading in ADRs.
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
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \8\ and Rule 19b-
4(f)(6) thereunder.\9\
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires a self-regulatory organization to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied this requirement.
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A proposed rule change filed under Rule 19b-4(f)(6) \10\ normally
does not become operative for 30 days after the date of the filing.
However, pursuant to Rule 19b-4(f)(6)(iii),\11\ the Commission may
designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the Exchange
may immediately insert language in the Listing Rules concerning the
initial listing requirement for the minimum number of ADRs that must be
issued for a company to list on the Nasdaq Global Select and Global
Market. The Exchange stated that the proposed rule change would provide
transparency to the requirement's application to all market tiers in
the same manner as before it was inadvertently omitted. The Commission
notes that previous Nasdaq Listing Rule 4320(e)(6) had applied this
same minimum ADRs issued requirement to companies listing on the Nasdaq
Global Select and Global Market and that the Exchange states that it
had inadvertently omitted the requirement in the Global Select and
Global Market rules in its 2009 restatement of its Listing Rules.\12\
For these reasons, the Commission believes that waiver of the 30-day
operative delay is consistent with the protection of investors and the
public interest. Accordingly, the Commission hereby waives the 30-day
operative delay and designates the proposal operative upon filing.\13\
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\10\ 17 CFR 240.19b-4(f)(6).
\11\ 17 CFR 240.19b-4(f)(6)(iii).
\12\ See supra note 4 and accompanying text.
\13\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule change's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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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 necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
Section 19(b)(2)(B) \14\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\14\ 15 U.S.C. 78s(b)(2)(B).
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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 [email protected]. Please include
File Number SR-NASDAQ-2021-013 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-NASDAQ-2021-013. 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
[[Page 19311]]
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
the filing also will be available for inspection and copying at the
principal office of the Exchange. All comments received will be posted
without change. 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-2021-013 and should be submitted on or before May 4, 2021.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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\15\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-07491 Filed 4-12-21; 8:45 am]
BILLING CODE 8011-01-P
