Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Exchange's Listing Fees at Rule 5910(b) To Adopt a $15,000 All-Inclusive Annual Listing Fee Applicable to a Dually-Listed Company, 5552-5555 [2022-01969]

Download as PDF 5552 Federal Register / Vol. 87, No. 21 / Tuesday, February 1, 2022 / Notices 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– Phlx–2022–03 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. tkelley on DSK125TN23PROD with NOTICE All submissions should refer to File No. SR–Phlx–2022–03. 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 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 No. SR–Phlx–2022–03, and should be submitted on or before February 22, 2022. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.27 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2022–01973 Filed 1–31–22; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–94071; File No. SR– NASDAQ–2022–004] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend the Exchange’s Listing Fees at Rule 5910(b) To Adopt a $15,000 AllInclusive Annual Listing Fee Applicable to a Dually-Listed Company January 26, 2022. 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 January 13, 2022, 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 listing fees at Rule 5910(b) to insert language concerning a $15,000 annual listing fee applicable to a Dually Listed Company, which was erroneously removed, as described further below. The text of the proposed rule change is detailed below: Proposed new language is italicized and proposed deletions are in brackets. * * * * * The Nasdaq Stock Market Rules * * CFR 200.30–3(a)(12). VerDate Sep<11>2014 17:19 Jan 31, 2022 2 17 Jkt 256001 * * 5910. The Nasdaq Global Market (including the Nasdaq Global Select Market) (a) No change. (b) All-Inclusive Annual Listing Fee (1) No change. (2)(A)–(F) No change. (G) Dually-Listed Companies, whose securities are listed on the New York Stock Exchange and designated as national market securities pursuant to the plan governing New York Stock Exchange securities at the time such securities are approved for listing on Nasdaq: $15,000. Such fee shall be assessed on the first anniversary of the Company’s listing on Nasdaq, and 1 15 27 17 * PO 00000 U.S.C. 78s(b)(1). CFR 240.19b–4. Frm 00098 Fmt 4703 Sfmt 4703 annually thereafter on the anniversary of the Company’s listing. If an issuer of such securities ceases to maintain its listing on the New York Stock Exchange that portion of the fee described in this section attributable to the months following the date of removal shall not be refunded, except if the securities remain listed on the Nasdaq Global or Global Select Markets and are designated as national market securities pursuant to the plan governing Nasdaq securities such fee shall be applied to The Nasdaq Global Market All-Inclusive Annual Listing Fee due for that calendar year. (3) No change. * * * * * 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 The purpose of the proposed rule change is to insert language concerning the relevant all-inclusive annual fee applicable to the listing of securities that are listed on the New York Stock Exchange and designated as national market securities pursuant to the plan governing New York Stock Exchange securities at the time such securities are approved for listing on the Nasdaq Global or Global Select Markets, and maintains such listing and designation after it lists such securities on Nasdaq (‘‘Dually-Listed Securities’’).3 Such 3 See Rules 5005(a)(11) (defining a Dually-Listed Security as a security, listed on The Nasdaq Global Market or The Nasdaq Global Select Market, which is also listed on the New York Stock Exchange). As explained below, former Rule 5910(c)(5) described and set forth the fees applicable to a Dually Listed Company but referenced only The Nasdaq Global E:\FR\FM\01FEN1.SGM 01FEN1 Federal Register / Vol. 87, No. 21 / Tuesday, February 1, 2022 / Notices tkelley on DSK125TN23PROD with NOTICE language was erroneously deleted in a previous filing.4 In 2014, Nasdaq adopted an allinclusive annual listing fee schedule to simplify, clarify and enhance transparency around the annual fee to which listed companies are subject.5 The new annual fee schedule became operative on January 1, 2015, and applied to all companies listed after that date. Effective January 1, 2018, all Nasdaq-listed companies became subject to the all-inclusive annual fee schedule and the standard annual fee schedule ceased to have applicability or effect for such companies. In 2018, Nasdaq eliminated expired and obsolete provisions in connection with Nasdaq’s completed transition to the all-inclusive annual fee program.6 In the Annual Fee Transition Filing Nasdaq deleted the language in former Rules 5910(c)–(f) and 5920(c)–(e) that described and set forth the standard annual fee. However, former Rules 5910(c)(5) described and set forth the fees applicable to a company (i) whose securities are listed on the New York Stock Exchange and designated as national market securities pursuant to the plan governing New York Stock Exchange securities at the time such securities are approved for listing on Nasdaq, and (ii) that maintains such listing and designation after it lists such securities on Nasdaq (a ‘‘Dually Listed Company’’). The rule language further stated that if an issuer of such securities ceases to maintain such listing and designation and the securities are instead designated under the Rule 5400 Series, that portion of the fee described in this section attributable to the months following the date of removal shall not be refunded, except such fee shall be applied to annual listing fee due for the calendar year of the transfer. In lieu of the annual fees applicable to a Nasdaqlisted company, a Dually Listed Company annual fee was set at $15,000 per year. Such annual fee was set to be assessed on the first anniversary of the Company’s listing on Nasdaq.7 While Market. Nasdaq proposes to clarify that a Dually Listed Company may list on the Nasdaq Global or Global Select Markets. 4 Securities Exchange Act Release No. 84634 (November 20, 2018), 83 FR 60522 (November 26, 2018) (SR–NASDAQ–2018–092) (The ‘‘Annual Fee Transition Filing’’). 5 Securities Exchange Act Release No. 73647 (November 19, 2014), 79 FR 70232 (November 25, 2014) (SR–NASDAQ–2014–87). 6 The Annual Fee Transition Filing, supra note 4. 7 Former Rule 5920(c)(8) also included similar language about the fee for a Dually Listed Company on the Nasdaq Capital Market. However, under Rule 5005(a)(11) and IM–5220 companies are not (and were not previously) permitted to dually list on the Nasdaq Capital Market. As such this Capital Market VerDate Sep<11>2014 17:19 Jan 31, 2022 Jkt 256001 not identical to the current all-inclusive annual listing fee schedule, this provision was similar in that companies also were not subject to fees for listing additional shares or for substitution listing events.8 The companies were still subject to fees in relation to request for written interpretation, compliance plan review and record-keeping. The foregoing fees are included in the allinclusive annual fees and Dually Listed Companies will pay only a single annual fee to Nasdaq, which includes all the ordinary costs of listing for the year.9 Nasdaq believes it is appropriate to maintain the $15,000 fee on an allinclusive basis because it is not the primary listing venue for such companies. The Dual Listing program was originally designed, and continues to operate, to encourage NYSE-listed companies to compare services provided by Nasdaq and NYSE without creating undue burden by assessing duplicated fees. As required by Listing Rules, Nasdaq monitors Dually Listed Companies for compliance with the Nasdaq listing standards. In that regard, based on Nasdaq’s experience, Dually Listed Companies require less time and effort to review and to ensure compliance because they seldom involve time-consuming regulatory issues. This is, in part, due to the fact that NYSE listed companies are already subject to the ongoing scheme of regulation by the NYSE that is fairly similar to the Nasdaq’s regulation regime. Notwithstanding the similarities in regulatory regimes, the Dual Listing program increases the regulatory burden on a listed company, in part, by subjecting it to both the NYSE’s and Nasdaq’s corporate governance regulations. As a result, the program targets bigger and better established companies that are used to being a public company and can afford a moderate increase in the regulatory burden. Nasdaq believes that these larger companies will pay higher listing fees if and when they become listed exclusively on Nasdaq and become subject to the fee schedule applicable to Nasdaq listed companies thereby making their listing more valuable to Nasdaq. Nasdaq also believes that fee was inapplicable to any companies and its deletion was appropriate. 8 See former Rule 5910(b)(5) and 5910(f). 9 See former Rules 5602, 5810(c) and 5910(e). In Nasdaq’s experience, Dually Listed Companies are, typically, established companies that are used to being a public company and familiar with the exchanges’ requirements thus rarely having a need to pay for written interpretation, compliance plan review and record-keeping fees. PO 00000 Frm 00099 Fmt 4703 Sfmt 4703 5553 inducing these companies to compare services provided by Nasdaq and the NYSE, may encourage these companies to list exclusively on Nasdaq and to provide its listing market broader benefits from attracting the larger, better known companies that are listed on the NYSE. Accordingly, given the competitive nature of the dual listing program and the potential benefits it may bring to Nasdaq and its listing market, Nasdaq believes it is reasonable to set the all-inclusive annual fee for Dually Listed Companies at $15,000. Absent this provision, a Dually Listed Company would be subject to the typical all-inclusive annual listing fee, which is higher than $15,000.10 Nasdaq did not intend to subject the Dually Listed Companies to the all-inclusive annual listing fee applicable to other companies. Accordingly, Nasdaq now proposes to insert language, similar to the language covering annual fees paid by Dually Listed Companies that was erroneously removed, by adding proposed Rule 5910(b)(2)(G) setting the all-inclusive annual fee for Dually Listed Companies, which now covers fees for written interpretation, compliance plan review and recordkeeping fees, previously not covered as explained above, at $15,000. 2. Statutory Basis The Exchange believes that its proposal is consistent with Section 6(b) of the Act,11 in general, and furthers the objectives of Sections 6(b)(4) and 6(b)(5) of the Act,12 in particular, in that it provides for the equitable allocation of reasonable dues, fees and other charges among members and issuers and other persons using any facility, will promote just and equitable principles of trade, and will remove impediments to and perfect the mechanism of a free and open market and a national market system, and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. The proposed rule will insert language concerning the $15,000 annual listing fee applicable to a Dually Listed Company, which Nasdaq erroneously deleted, while also making this fee an all-inclusive fee, which now covers fees for written interpretation, compliance plan review and record-keeping fees, previously not covered as explained above. The Commission previously approved the $15,000 annual fee applicable to a Dually Listed Company, and the manner in which it is assessed, 10 Under Rule 5910(b)(2)(A) the minimum allinclusive annual fee for most companies is $48,000. 11 15 U.S.C. 78f(b). 12 15 U.S.C. 78f(b)(4) and (5). E:\FR\FM\01FEN1.SGM 01FEN1 5554 Federal Register / Vol. 87, No. 21 / Tuesday, February 1, 2022 / Notices tkelley on DSK125TN23PROD with NOTICE and found it consistent with requirements of the Act that rules provide for equitable allocation of reasonable fees and not be designed to permit unfair discrimination between issuers.13 There has been no changes to the objectives of the Dual Listing program since Nasdaq adopted the allinclusive annual listing fee schedule for companies, and the NYSE annual fee schedule has been changing to accommodate the shifts in the competitive landscape.14 Nasdaq believes that, to maintain consistency with the original objective of the Dual Listing program, the annual listing fee assessed towards Dually Listed Companies, noting the fact that they are paying the fees to the NYSE, should remain the same as previously adopted, although now covering fees for written interpretation, compliance plan review and record-keeping fees, previously not covered as explained above. The erroneous removal of language describing the fee, resulting in the need for this rule filing to reinsert it, does not change that conclusion.15 Nasdaq believes it is appropriate and not unfairly discriminatory to maintain the $15,000 fee on an all-inclusive basis because Nasdaq is not the primary listing venue for such companies. The Dual Listing program is designed to encourage NYSE-listed companies to compare services provided by Nasdaq and the NYSE without creating undue burden by assessing duplicated fees. Based on Nasdaq’s experience, Dually Listed Companies require less time and effort to review and to ensure compliance because they seldom involve time-consuming regulatory issues. This is, in part, due to the fact that NYSE listed companies already are, and, typically, have been subject to the ongoing scheme of regulation by the NYSE that is fairly similar to the Nasdaq’s regulation regime. Notwithstanding the similarities in regulatory regimes, the Dual Listing program increases the regulatory burden on a listed company, in part, by subjecting it to both NYSE and Nasdaq corporate governance regulations. As a 13 Securities Exchange Act Release No. 51005 (January 10, 2005), 70 FR 2917 (January 18, 2005) (SR–NASD–2004–142, approving the predecessor NASD rule), 70 FR 2917 (January 18, 2005) (the ‘‘Approval Order’’). This finding was under Section 15A(b)(5) and (6) of the Act, which applied to Nasdaq at the time as a facility of the NASD. 14 See Securities Exchange Act Release No. 93862 (December 22, 2021), 86 FR 74198 (December 29, 2021) (SR–NYSE–2021–76). 15 Although the all-inclusive annual fee for Dually Listed Companies will now include some additional services for the same $15,000 annual fee, Nasdaq notes that Dually Listed Companies, typically, do not use these services. See footnote 9 above. VerDate Sep<11>2014 17:19 Jan 31, 2022 Jkt 256001 result, the program targets bigger and better established companies that are used to being a public company and can afford the increased regulatory burden. Nasdaq believes that these larger companies will pay higher listing fees if and when they become listed exclusively on Nasdaq and become subject to the fee schedule applicable to Nasdaq listed companies thereby making their listing more valuable to Nasdaq. Nasdaq also believes that inducing these companies to compare services provided by Nasdaq and the NYSE, may encourage these companies to list exclusively on Nasdaq and to provide its listing market broader benefits from attracting the larger, better known companies that are listed on the NYSE. Finally, Nasdaq believes that the proposal does not result in unfair discrimination by offering its program only to companies already listed on the NYSE, and not on other exchanges, because Nasdaq believes attracting the NYSE-listed companies will bring greater future value to Nasdaq. 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 but instead will reinstate a portion of the fee schedule that was erroneously deleted. Nasdaq’s dual listing program is designed to allow issuers to undertake focused comparison of the services and market quality offered by Nasdaq and NYSE, with the explicit goal to encourage eventual switch of companies that dual list. Without a lower annual fee, an NYSE-listed company would be unlikely to choose to dually list its securities, either initially or on an ongoing basis. Accordingly, reinstituting the proposed fee would promote competition among listing markets.16 The lower fees on Dually Listed Companies also will not burden competition between Dually Listed Companies and other companies listing on Nasdaq. The lower fee reflects that Dually Listed Companies are also subject to ongoing fees to the NYSE. In the Approval Order, the Commission found the fees applicable to Dually 16 Nasdaq believes that national securities exchanges other than the NYSE do not have established listing programs that attract marquee operating companies and therefore the dually listed program will not have any competitive impact on such exchanges because the goal of the program is to allow an established exchange-listed company to compare services provided by Nasdaq with those it already receives. PO 00000 Frm 00100 Fmt 4703 Sfmt 4703 Listed Companies consistent with the requirements of the Act, and noted that ‘‘[w]ithout this program, it is unlikely that an issuer would choose to dually list its securities’’ and expressed its believe that ‘‘competition among listing markets has the potential to benefit the public, issuers, and the listing markets.’’ 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.17 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–2022–004 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–2022–004. 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/ 17 15 E:\FR\FM\01FEN1.SGM U.S.C. 78s(b)(3)(A)(ii). 01FEN1 Federal Register / Vol. 87, No. 21 / Tuesday, February 1, 2022 / Notices 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 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–2022–004, and should be submitted on or before February 22, 2022. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.18 J. Matthew DeLesDernier, Assistant Secretary. [FR Doc. 2022–01969 Filed 1–31–22; 8:45 am] BILLING CODE 8011–01–P DEPARTMENT OF STATE [Public Notice: 11643] tkelley on DSK125TN23PROD with NOTICE Notice of Public Meeting in Preparation for International Maritime Organization SSE 8 Meeting The Department of State will conduct a public meeting at 1:00 p.m. on Thursday, February 17, 2022, to prepare for the eighth session of the International Maritime Organization’s (IMO) Sub-Committee on Ship Systems and Equipment (SSE 8). SSE 8 will be held remotely from Monday, February 28, 2022 to Friday, March 4, 2022. This public meeting will be held by way of Microsoft Teams. Members of the public may participate up to the capacity of the Microsoft Teams meeting, which can handle 1,000 participants. To RSVP, participants should contact the meeting coordinator, LCDR Sarah Rodin˜o, by email at Sarah.E.Rodino@uscg.mil. LCDR Rodin˜o will provide log in 18 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 17:19 Jan 31, 2022 Jkt 256001 information for Microsoft Teams. Members of the public may also participate via a phone conference by calling (410) 874–6752 and using Conference ID 552 073 07#. The agenda items to be considered at the public meeting mirror those to be considered at SSE 8, and include: —Adoption of the agenda —Decisions of other IMO bodies —New requirements for ventilation of survival craft —Consequential work related to the new International Code for Ships Operating in Polar Waters —Revision of SOLAS chapter III and the LSA Code —Review of SOLAS chapter II–2 and associated codes to minimize the incidence and consequences of fires on ro-ro spaces and special category spaces of new and existing ro-ro passenger ships —Amendments to Guidelines for the approval of fixed dry chemical powder fire-extinguishing systems for the protection of ships carrying liquefied gases in bulk (MSC.1/Circ. 1315) —Development of amendments to the LSA Code and resolution of MSC.81(70) to address the in-water performance of SOLAS lifejackets —Requirements for onboard lifting appliances and anchor handling winches —Development of amendments to SOLAS chapter II–2 and the FSS Code concerning detection and control of fires in cargo holds and on the cargo deck of containerships —Development of amendments to SOLAS chapter II–2 and MSC.1/Circ. 1456 addressing fire protection of control stations on cargo ships —Development of provisions to prohibit the use of fire-fighting foams containing perfluorooctane sulfonic acid (PFOS) for fire-fighting on board ships —Validated model training courses —Revision of the Code of Safety for Diving Systems (Resolution A.831(19)) and the Guidelines and specifications for hyperbaric evacuation systems (resolution A.692(17)) —Unified interpretation of provisions of IMO safety, security and environment-related conventions —Biennial status report and provisional agenda for SSE 9 —Election of Chair and Vice-Chair for 2023 —Any other business —Report to the Maritime Safety Committee Please note: The IMO may, on short notice, adjust the SSE 8 agenda to PO 00000 Frm 00101 Fmt 4703 Sfmt 4703 5555 accommodate the constraints associated with the virtual meeting format. Any changes to the agenda will be reported to those who RSVP and those in attendance at the meeting. Those who plan to participate may contact the meeting coordinator, LCDR Sarah Rodin˜o, by email at Sarah.E.Rodino@uscg.mil, or in writing at 2703 Martin Luther King Jr. Ave. SE, Stop 7509, Washington, DC 20593– 7509. Members of the public needing reasonable accommodation should advise LCDR Sarah Rodin˜o not later than February 9, 2022. Requests made after that date will be considered, but might not be possible to fulfill. Additional information regarding this and other IMO public meetings may be found at: https://www.dco.uscg.mil/ IMO. (Authority: 22 U.S.C. 2656 and 5 U.S.C. 552) Emily A. Rose, Coast Guard Liaison Officer, Office of Ocean and Polar Affairs, Department of State. [FR Doc. 2022–01963 Filed 1–31–22; 8:45 am] BILLING CODE 4710–09–P DEPARTMENT OF TRANSPORTATION Federal Aviation Administration Notice of Intent of Waiver With Respect to Land; Rickenbacker International Airport, Columbus, Ohio Federal Aviation Administration (FAA), DOT. ACTION: Notice. AGENCY: The FAA is considering a proposal to change approximately 328 acres of airport land from aeronautical use to non-aeronautical use and to authorize the lease and ultimate sale of airport property located at Rickenbacker International Airport, Columbus, Ohio. The aforementioned land is not needed for aeronautical use. The property is located southeast of the airfield and currently consists of vacant land, paved roadways, fencing and utilities. The land is proposed to be used to expand the Rickenbacker Global Logistics Park (RGLP) and all activities necessary to prepare the site as a Cargo Campus for development capable of accommodating growth in bulk warehouse/distribution facilities. DATES: Comments must be received on or before March 3, 2022. ADDRESSES: Documents are available for review by appointment at the FAA Detroit Airports District Office, Mark Grennell, Program Manager, 11677 South Wayne Road, Suite 107, Romulus, MI 48174, Telephone: (734) 229–2933/ SUMMARY: E:\FR\FM\01FEN1.SGM 01FEN1

Agencies

[Federal Register Volume 87, Number 21 (Tuesday, February 1, 2022)]
[Notices]
[Pages 5552-5555]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-01969]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94071; File No. SR-NASDAQ-2022-004]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend the Exchange's Listing Fees at Rule 5910(b) To Adopt a $15,000 
All-Inclusive Annual Listing Fee Applicable to a Dually-Listed Company

January 26, 2022.
    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 January 13, 2022, 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.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend the Exchange's listing fees at Rule 
5910(b) to insert language concerning a $15,000 annual listing fee 
applicable to a Dually Listed Company, which was erroneously removed, 
as described further below.
    The text of the proposed rule change is detailed below: Proposed 
new language is italicized and proposed deletions are in brackets.
* * * * *

The Nasdaq Stock Market Rules

* * * * *

5910. The Nasdaq Global Market (including the Nasdaq Global Select 
Market)

    (a) No change.
    (b) All-Inclusive Annual Listing Fee
    (1) No change.
    (2)(A)-(F) No change.
    (G) Dually-Listed Companies, whose securities are listed on the New 
York Stock Exchange and designated as national market securities 
pursuant to the plan governing New York Stock Exchange securities at 
the time such securities are approved for listing on Nasdaq: $15,000. 
Such fee shall be assessed on the first anniversary of the Company's 
listing on Nasdaq, and annually thereafter on the anniversary of the 
Company's listing. If an issuer of such securities ceases to maintain 
its listing on the New York Stock Exchange that portion of the fee 
described in this section attributable to the months following the date 
of removal shall not be refunded, except if the securities remain 
listed on the Nasdaq Global or Global Select Markets and are designated 
as national market securities pursuant to the plan governing Nasdaq 
securities such fee shall be applied to The Nasdaq Global Market All-
Inclusive Annual Listing Fee due for that calendar year.
    (3) No change.
* * * * *
    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
    The purpose of the proposed rule change is to insert language 
concerning the relevant all-inclusive annual fee applicable to the 
listing of securities that are listed on the New York Stock Exchange 
and designated as national market securities pursuant to the plan 
governing New York Stock Exchange securities at the time such 
securities are approved for listing on the Nasdaq Global or Global 
Select Markets, and maintains such listing and designation after it 
lists such securities on Nasdaq (``Dually-Listed Securities'').\3\ Such

[[Page 5553]]

language was erroneously deleted in a previous filing.\4\
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    \3\ See Rules 5005(a)(11) (defining a Dually-Listed Security as 
a security, listed on The Nasdaq Global Market or The Nasdaq Global 
Select Market, which is also listed on the New York Stock Exchange). 
As explained below, former Rule 5910(c)(5) described and set forth 
the fees applicable to a Dually Listed Company but referenced only 
The Nasdaq Global Market. Nasdaq proposes to clarify that a Dually 
Listed Company may list on the Nasdaq Global or Global Select 
Markets.
    \4\ Securities Exchange Act Release No. 84634 (November 20, 
2018), 83 FR 60522 (November 26, 2018) (SR-NASDAQ-2018-092) (The 
``Annual Fee Transition Filing'').
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    In 2014, Nasdaq adopted an all-inclusive annual listing fee 
schedule to simplify, clarify and enhance transparency around the 
annual fee to which listed companies are subject.\5\ The new annual fee 
schedule became operative on January 1, 2015, and applied to all 
companies listed after that date. Effective January 1, 2018, all 
Nasdaq-listed companies became subject to the all-inclusive annual fee 
schedule and the standard annual fee schedule ceased to have 
applicability or effect for such companies.
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    \5\ Securities Exchange Act Release No. 73647 (November 19, 
2014), 79 FR 70232 (November 25, 2014) (SR-NASDAQ-2014-87).
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    In 2018, Nasdaq eliminated expired and obsolete provisions in 
connection with Nasdaq's completed transition to the all-inclusive 
annual fee program.\6\ In the Annual Fee Transition Filing Nasdaq 
deleted the language in former Rules 5910(c)-(f) and 5920(c)-(e) that 
described and set forth the standard annual fee. However, former Rules 
5910(c)(5) described and set forth the fees applicable to a company (i) 
whose securities are listed on the New York Stock Exchange and 
designated as national market securities pursuant to the plan governing 
New York Stock Exchange securities at the time such securities are 
approved for listing on Nasdaq, and (ii) that maintains such listing 
and designation after it lists such securities on Nasdaq (a ``Dually 
Listed Company''). The rule language further stated that if an issuer 
of such securities ceases to maintain such listing and designation and 
the securities are instead designated under the Rule 5400 Series, that 
portion of the fee described in this section attributable to the months 
following the date of removal shall not be refunded, except such fee 
shall be applied to annual listing fee due for the calendar year of the 
transfer. In lieu of the annual fees applicable to a Nasdaq-listed 
company, a Dually Listed Company annual fee was set at $15,000 per 
year. Such annual fee was set to be assessed on the first anniversary 
of the Company's listing on Nasdaq.\7\ While not identical to the 
current all-inclusive annual listing fee schedule, this provision was 
similar in that companies also were not subject to fees for listing 
additional shares or for substitution listing events.\8\ The companies 
were still subject to fees in relation to request for written 
interpretation, compliance plan review and record-keeping. The 
foregoing fees are included in the all-inclusive annual fees and Dually 
Listed Companies will pay only a single annual fee to Nasdaq, which 
includes all the ordinary costs of listing for the year.\9\
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    \6\ The Annual Fee Transition Filing, supra note 4.
    \7\ Former Rule 5920(c)(8) also included similar language about 
the fee for a Dually Listed Company on the Nasdaq Capital Market. 
However, under Rule 5005(a)(11) and IM-5220 companies are not (and 
were not previously) permitted to dually list on the Nasdaq Capital 
Market. As such this Capital Market fee was inapplicable to any 
companies and its deletion was appropriate.
    \8\ See former Rule 5910(b)(5) and 5910(f).
    \9\ See former Rules 5602, 5810(c) and 5910(e). In Nasdaq's 
experience, Dually Listed Companies are, typically, established 
companies that are used to being a public company and familiar with 
the exchanges' requirements thus rarely having a need to pay for 
written interpretation, compliance plan review and record-keeping 
fees.
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    Nasdaq believes it is appropriate to maintain the $15,000 fee on an 
all-inclusive basis because it is not the primary listing venue for 
such companies. The Dual Listing program was originally designed, and 
continues to operate, to encourage NYSE-listed companies to compare 
services provided by Nasdaq and NYSE without creating undue burden by 
assessing duplicated fees. As required by Listing Rules, Nasdaq 
monitors Dually Listed Companies for compliance with the Nasdaq listing 
standards. In that regard, based on Nasdaq's experience, Dually Listed 
Companies require less time and effort to review and to ensure 
compliance because they seldom involve time-consuming regulatory 
issues. This is, in part, due to the fact that NYSE listed companies 
are already subject to the ongoing scheme of regulation by the NYSE 
that is fairly similar to the Nasdaq's regulation regime.
    Notwithstanding the similarities in regulatory regimes, the Dual 
Listing program increases the regulatory burden on a listed company, in 
part, by subjecting it to both the NYSE's and Nasdaq's corporate 
governance regulations. As a result, the program targets bigger and 
better established companies that are used to being a public company 
and can afford a moderate increase in the regulatory burden. Nasdaq 
believes that these larger companies will pay higher listing fees if 
and when they become listed exclusively on Nasdaq and become subject to 
the fee schedule applicable to Nasdaq listed companies thereby making 
their listing more valuable to Nasdaq. Nasdaq also believes that 
inducing these companies to compare services provided by Nasdaq and the 
NYSE, may encourage these companies to list exclusively on Nasdaq and 
to provide its listing market broader benefits from attracting the 
larger, better known companies that are listed on the NYSE. 
Accordingly, given the competitive nature of the dual listing program 
and the potential benefits it may bring to Nasdaq and its listing 
market, Nasdaq believes it is reasonable to set the all-inclusive 
annual fee for Dually Listed Companies at $15,000.
    Absent this provision, a Dually Listed Company would be subject to 
the typical all-inclusive annual listing fee, which is higher than 
$15,000.\10\ Nasdaq did not intend to subject the Dually Listed 
Companies to the all-inclusive annual listing fee applicable to other 
companies. Accordingly, Nasdaq now proposes to insert language, similar 
to the language covering annual fees paid by Dually Listed Companies 
that was erroneously removed, by adding proposed Rule 5910(b)(2)(G) 
setting the all-inclusive annual fee for Dually Listed Companies, which 
now covers fees for written interpretation, compliance plan review and 
record-keeping fees, previously not covered as explained above, at 
$15,000.
---------------------------------------------------------------------------

    \10\ Under Rule 5910(b)(2)(A) the minimum all-inclusive annual 
fee for most companies is $48,000.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\11\ in general, and furthers the objectives of 
Sections 6(b)(4) and 6(b)(5) of the Act,\12\ in particular, in that it 
provides for the equitable allocation of reasonable dues, fees and 
other charges among members and issuers and other persons using any 
facility, will promote just and equitable principles of trade, and will 
remove impediments to and perfect the mechanism of a free and open 
market and a national market system, and is not designed to permit 
unfair discrimination between customers, issuers, brokers, or dealers. 
The proposed rule will insert language concerning the $15,000 annual 
listing fee applicable to a Dually Listed Company, which Nasdaq 
erroneously deleted, while also making this fee an all-inclusive fee, 
which now covers fees for written interpretation, compliance plan 
review and record-keeping fees, previously not covered as explained 
above. The Commission previously approved the $15,000 annual fee 
applicable to a Dually Listed Company, and the manner in which it is 
assessed,

[[Page 5554]]

and found it consistent with requirements of the Act that rules provide 
for equitable allocation of reasonable fees and not be designed to 
permit unfair discrimination between issuers.\13\ There has been no 
changes to the objectives of the Dual Listing program since Nasdaq 
adopted the all-inclusive annual listing fee schedule for companies, 
and the NYSE annual fee schedule has been changing to accommodate the 
shifts in the competitive landscape.\14\ Nasdaq believes that, to 
maintain consistency with the original objective of the Dual Listing 
program, the annual listing fee assessed towards Dually Listed 
Companies, noting the fact that they are paying the fees to the NYSE, 
should remain the same as previously adopted, although now covering 
fees for written interpretation, compliance plan review and record-
keeping fees, previously not covered as explained above. The erroneous 
removal of language describing the fee, resulting in the need for this 
rule filing to reinsert it, does not change that conclusion.\15\
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f(b).
    \12\ 15 U.S.C. 78f(b)(4) and (5).
    \13\ Securities Exchange Act Release No. 51005 (January 10, 
2005), 70 FR 2917 (January 18, 2005) (SR-NASD-2004-142, approving 
the predecessor NASD rule), 70 FR 2917 (January 18, 2005) (the 
``Approval Order''). This finding was under Section 15A(b)(5) and 
(6) of the Act, which applied to Nasdaq at the time as a facility of 
the NASD.
    \14\ See Securities Exchange Act Release No. 93862 (December 22, 
2021), 86 FR 74198 (December 29, 2021) (SR-NYSE-2021-76).
    \15\ Although the all-inclusive annual fee for Dually Listed 
Companies will now include some additional services for the same 
$15,000 annual fee, Nasdaq notes that Dually Listed Companies, 
typically, do not use these services. See footnote 9 above.
---------------------------------------------------------------------------

    Nasdaq believes it is appropriate and not unfairly discriminatory 
to maintain the $15,000 fee on an all-inclusive basis because Nasdaq is 
not the primary listing venue for such companies. The Dual Listing 
program is designed to encourage NYSE-listed companies to compare 
services provided by Nasdaq and the NYSE without creating undue burden 
by assessing duplicated fees. Based on Nasdaq's experience, Dually 
Listed Companies require less time and effort to review and to ensure 
compliance because they seldom involve time-consuming regulatory 
issues. This is, in part, due to the fact that NYSE listed companies 
already are, and, typically, have been subject to the ongoing scheme of 
regulation by the NYSE that is fairly similar to the Nasdaq's 
regulation regime.
    Notwithstanding the similarities in regulatory regimes, the Dual 
Listing program increases the regulatory burden on a listed company, in 
part, by subjecting it to both NYSE and Nasdaq corporate governance 
regulations. As a result, the program targets bigger and better 
established companies that are used to being a public company and can 
afford the increased regulatory burden. Nasdaq believes that these 
larger companies will pay higher listing fees if and when they become 
listed exclusively on Nasdaq and become subject to the fee schedule 
applicable to Nasdaq listed companies thereby making their listing more 
valuable to Nasdaq. Nasdaq also believes that inducing these companies 
to compare services provided by Nasdaq and the NYSE, may encourage 
these companies to list exclusively on Nasdaq and to provide its 
listing market broader benefits from attracting the larger, better 
known companies that are listed on the NYSE.
    Finally, Nasdaq believes that the proposal does not result in 
unfair discrimination by offering its program only to companies already 
listed on the NYSE, and not on other exchanges, because Nasdaq believes 
attracting the NYSE-listed companies will bring greater future value to 
Nasdaq.

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 but instead will reinstate a 
portion of the fee schedule that was erroneously deleted.
    Nasdaq's dual listing program is designed to allow issuers to 
undertake focused comparison of the services and market quality offered 
by Nasdaq and NYSE, with the explicit goal to encourage eventual switch 
of companies that dual list. Without a lower annual fee, an NYSE-listed 
company would be unlikely to choose to dually list its securities, 
either initially or on an ongoing basis. Accordingly, reinstituting the 
proposed fee would promote competition among listing markets.\16\
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    \16\ Nasdaq believes that national securities exchanges other 
than the NYSE do not have established listing programs that attract 
marquee operating companies and therefore the dually listed program 
will not have any competitive impact on such exchanges because the 
goal of the program is to allow an established exchange-listed 
company to compare services provided by Nasdaq with those it already 
receives.
---------------------------------------------------------------------------

    The lower fees on Dually Listed Companies also will not burden 
competition between Dually Listed Companies and other companies listing 
on Nasdaq. The lower fee reflects that Dually Listed Companies are also 
subject to ongoing fees to the NYSE. In the Approval Order, the 
Commission found the fees applicable to Dually Listed Companies 
consistent with the requirements of the Act, and noted that ``[w]ithout 
this program, it is unlikely that an issuer would choose to dually list 
its securities'' and expressed its believe that ``competition among 
listing markets has the potential to benefit the public, issuers, and 
the listing markets.''

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.\17\
---------------------------------------------------------------------------

    \17\ 15 U.S.C. 78s(b)(3)(A)(ii).
---------------------------------------------------------------------------

    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 [email protected]. Please include 
File Number SR-NASDAQ-2022-004 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-2022-004. 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/

[[Page 5555]]

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 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-2022-004, and should 
be submitted on or before February 22, 2022.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\18\
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    \18\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-01969 Filed 1-31-22; 8:45 am]
BILLING CODE 8011-01-P
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