Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify Entry and All-Inclusive Annual Fees for Certain Companies, 84857-84861 [2023-26724]
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Federal Register / Vol. 88, No. 233 / Wednesday, December 6, 2023 / Notices
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.
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:
submitted on or before December 27,
2023.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–26730 Filed 12–5–23; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–99042; File No. SR–
NASDAQ–2023–048]
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–
NYSECHX–2023–23 on the subject line.
November 30, 2023.
lotter on DSK11XQN23PROD with NOTICES1
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–NYSECHX–2023–23. 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
a.m. and 3 p.m. Copies of the filing also
will be available for inspection and
copying at the principal office of the
Exchange. Do not include personal
identifiable information in submissions;
you should submit only information
that you wish to make available
publicly. We may redact in part or
withhold entirely from publication
submitted material that is obscene or
subject to copyright protection. All
submissions should refer to file number
SR–NYSECHX–2023–23 and should be
VerDate Sep<11>2014
20:52 Dec 05, 2023
Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Modify
Entry and All-Inclusive Annual Fees for
Certain Companies
Jkt 262001
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (‘‘Act’’)
and Rule 19b–4 thereunder,2 notice is
hereby given that on November 15,
2023, The Nasdaq Stock Market LLC
(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘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 modify
entry and all-inclusive annual fees for
certain companies, as described below.
While changes proposed herein are
effective upon filing, the Exchange has
designated the proposed amendments to
be operative on January 1, 2024.
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
12 17
CFR 200.30–3(a)(12), (59).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
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84857
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of the proposed rule
change is to (i) modify the entry fee for
a Company that first lists a class of
equity securities on the Nasdaq Global
or Global Select Market; (ii) modify the
Exchange’s all-inclusive annual listing
fees for certain domestic and foreign
companies listing equity securities on
the Nasdaq Global Select, Global and
Capital Markets; and (iii) replace the
tiered all-inclusive annual listing fee
structure with a flat fee of $81,000 for
an Acquisition Company, as defined
below.
All revised fees will be applied in the
same manner to all issuers and the
changes will not disproportionately
affect any specific category of issuers.
While these changes are effective upon
filing, Nasdaq has designated the
proposed amendments to be operative
on January 1, 2024.
Entry Fees on the Nasdaq Global Market
Currently, Nasdaq charges companies
listing pursuant to Rule 5910(a)(1)(A)(i)
a $270,000 entry fee the first time the
company lists a class of its securities
(not otherwise identified in the Rule
5900 Series) on the Nasdaq Global and
Global Select Market. Nasdaq is
proposing to increase the entry fee for
these companies from $270,000 to
$295,000 to better align its fees with the
value of a listing to issuers and to reflect
costs in servicing these listings, such as
from the remodeling of a portion of the
New York Headquarters used for
company events, including market
opening and closing bells, conducting
the required associated regulatory
oversight, and Nasdaq’s advocacy efforts
on behalf of the public company model.
In establishing these fee changes Nasdaq
also considered the competitive
atmosphere in which the Exchange
operates.
Nasdaq does not propose to increase
the minimum entry fees described in
Rule 5910(a) charged for additional
classes of equity securities, Acquisition
Companies, Closed-End Funds, and any
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Federal Register / Vol. 88, No. 233 / Wednesday, December 6, 2023 / Notices
class of rights.3 The Exchange believes
that the benefits issuers receive in
connection with those listings are
consistent with the current fee levels.
Further, issuers of those types of listings
are not generally entitled to the types of
services provided and resources offered
in connection with a primary equity
security listing. As such, the Exchange
has not incurred the same level of cost
increases associated with them.
While the new entry fees are effective
upon filing and Nasdaq has proposed
that they be operative on January 1,
2024, Nasdaq will offer a short period
for any company that applies before
January 1, 2024 to complete the listing
process and list under the current fee
schedule. Specifically, any company
that submits its application to Nasdaq
before January 1, 2024, and lists before
February 15, 2024, would be subject to
fees under the existing fee schedule.
Nasdaq believes that it is appropriate to
continue to apply the prior fee schedule
for these companies because they will
be substantially far along in the process
of going public at the time of this filing
and may have made decisions based on
that fee schedule.
All-Inclusive Annual Listing Fees
Currently, for companies listed on the
Capital Market, other than Acquisition
Companies (i.e., companies whose
business plan is to complete an initial
public offering and engage in a merger
or acquisition with one or more
unidentified companies within a
specific period of time, as described in
IM–5101–2), ADRs, Closed-end Funds
and Limited Partnerships, the allinclusive annual fee described in Listing
Rule 5920 ranges from $47,000 to
$84,000; for Acquisition Companies
listing on the Capital Market the allinclusive annual fee ranges from
$70,000 to $81,000; and for ADRs listed
on the Capital Market the all-inclusive
annual fee ranges from $47,000 to
$56,500.4 On the Global and Global
Select Markets, the all-inclusive annual
fee described in Listing Rule 5910 for
companies other than Acquisition
Companies, ADRs, Closed-end Funds
and Limited Partnerships ranges from
$50,000 to $173,500; for Acquisition
Companies on the Global and Global
Select Markets the all-inclusive annual
fee ranges from $70,000 to $81,000; for
ADRs the all-inclusive annual fee ranges
from $50,000 to $89,500.5 In each case,
a company’s all-inclusive annual fee is
based on its total shares outstanding.6
Nasdaq proposes to amend the allinclusive annual fee for certain
domestic and foreign companies listing
equity securities on the Nasdaq Global
Select, Global and Capital Markets to
the following amounts,7 effective
January 1, 2024:
Global/Global Select Markets
Annual fee
before the
proposed
change
Total shares
outstanding
Equity securities other than, in part, Acquisition Companies, ADRs,
Closed-end Funds and Limited Partnerships.
ADRs ..........................................................................................................
Annual fee
effective
January 1,
2024
Up to 10 million shares ...................
$50,000
$52,500
10+ to 50 million shares ..................
50+ to 75 million shares ..................
75+ to 100 million shares ................
100+ to 125 million shares ..............
125+ to 150 million shares ..............
Over 150 million shares ..................
Up to 10 million ADRs and other
listed equity securities.
10+ to 50 million ADRs and other
listed equity securities.
50+ to 75 million ADRs and other
listed equity securities.
Over 75 million ADRs and other
listed equity securities.
62,000
84,000
112,000
140,000
151,500
173,500
50,000
65,500
85,000
113,500
141,500
157,500
182,500
52,500
56,500
59,500
67,000
70,500
89,500
94,000
Capital Market
Annual fee
before the
proposed
change
Total shares
outstanding
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Equity securities other than Acquisition Companies, ADRs, Closed-end
Funds and Limited Partnerships.
3 Nasdaq also is not proposing to amend the Entry
Fees on the Nasdaq Capital Market.
4 Nasdaq is not proposing to amend the allinclusive annual fee for Closed-end Funds and
Limited Partnerships on any Nasdaq tier.
5 Rule 5930 sets forth the all-inclusive annual
listing fees applicable to SEEDS and Other
Securities; and Rule 5940 sets forth the all-inclusive
annual listing fees applicable to Exchange Traded
Products that are listed on the Nasdaq Global
Market. Nasdaq is not proposing to amend these
rules.
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Up to 10 million shares ...................
$47,000
$49,500
10+ to 50 million shares ..................
Over 50 million shares ....................
62,000
84,000
65,500
85,000
6 REITs are subject to the same fee schedule as
other equity securities; however for the purpose of
determining the total shares outstanding, shares
outstanding of all members in a REIT Family listed
on the same Nasdaq market tier may be aggregated.
Similarly, for the purpose of determining the total
shares outstanding, fund sponsors may aggregate
shares outstanding of all Closed-End Funds in the
same fund family listed on the Nasdaq Global
Market or the Nasdaq Capital Market. See Listing
Rules 5910(b)(2) and 5920(b)(2).
7 In establishing the fee changes described in this
rule filing, Nasdaq considered various factors that
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Annual fee
effective
January 1,
2024
Sfmt 4703
distinguish companies, including market tier,
shares outstanding, and security type, as well as the
perceived use of various Nasdaq regulatory and
support services by companies of various
characteristics to better align fees with the size of
the companies that pay those fees. Pricing for
similar securities on other national securities
exchanges was also considered. Based on this
analysis, Nasdaq does not propose to modify the
structure and the number of fee tiers within the
annual fee schedule at this time.
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Federal Register / Vol. 88, No. 233 / Wednesday, December 6, 2023 / Notices
Annual fee
before the
proposed
change
Total shares
outstanding
ADRs ..........................................................................................................
Nasdaq proposes to update amounts
in examples in Listing Rules
5910(b)(3)(D) and 5920(b)(3)(D),
clarifying the application of the rules for
companies transferring between Nasdaq
tiers, to align the fee amounts with the
fees applicable in year 2024.
Nasdaq proposes to make the
aforementioned fee increases to better
reflect the Exchange’s costs related to
listing equity securities, such as from
the remodeling of a portion of the New
York Headquarters used for company
events, including market opening and
closing bells, conducting the required
associated regulatory oversight, and
Nasdaq’s advocacy efforts on behalf of
listed companies, and the corresponding
value of such listing to companies. In
establishing these fee changes Nasdaq
also considered the competitive
atmosphere in which the Exchange
operates.
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All-Inclusive Annual Listing Fee for
Acquisition Companies
Nasdaq currently charges an allinclusive annual listing fee for
Acquisition Companies listed on the
Nasdaq Capital, Global and Global
Select Markets based on the number of
shares outstanding according to the
following tiers: 8
Up to 50 million shares $70,000
Over 50 million shares $81,000
Nasdaq now proposes to replace the
tiered structure for Acquisition
Companies listed on the Nasdaq Capital,
Global and Global Select Markets with
a flat fee of $81,000 effective January 1,
2024. Nasdaq proposes to make this
change to better reflect the value of such
listing to companies. In particular, the
Exchange believes it is reasonable to
apply a flat all-inclusive annual listing
fee for Acquisition Companies because
the value of the listing for an
Acquisition Company, given the limited
scope of operations and the requirement
to engage in a merger or acquisition
with one or more unidentified
companies within a 36 months of the
effectiveness of the Acquisition
Company’s IPO registration statement, is
substantially similar regardless of the
8 See Listing Rules 5910(b)(2)(F) and
5920(b)(2)(G).
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Up to 10 million ADRs and other
listed equity securities.
Over10 million ADRs and other listed equity securities.
number of shares the Acquisition
Company has outstanding.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act,9 in general, and furthers the
objectives of Sections 6(b)(4) and 6(b)(5)
of the Act,10 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, and is not
designed to permit unfair
discrimination between customers,
issuers, brokers, or dealers.
As a preliminary matter, Nasdaq notes
that the Exchange operates in a highly
competitive marketplace for the listing
of companies.11 The Commission has
repeatedly expressed its preference for
competition over regulatory
intervention in determining prices,
products, and services in the securities
markets. The Exchange believes that the
ever-shifting market share among
exchanges with respect to new listings
and the transfer of existing listings
between competitor exchanges
demonstrates that issuers can choose
different listing markets in response to
fee changes. Moreover, new competitors
can enter the space, including existing
exchanges without listing programs.12
Accordingly, competitive forces
constrain the Exchange’s listing fees and
changes to the listing fees can have a
direct effect on the ability of Nasdaq to
compete for new listings and retain
existing listings.
9 15
U.S.C. 78f(b).
U.S.C. 78f(b)(4) and (5).
11 The Justice Department has noted the intense
competitive environment for exchange listings. See
‘‘NASDAQ OMX Group Inc. and Intercontinental
Exchange Inc. Abandon Their Proposed Acquisition
Of NYSE Euronext After Justice Department
Threatens Lawsuit’’ (May 16, 2011), available at
https://www.justice.gov/atr/public/press_releases/
2011/271214.htm.
12 In that regard, Nasdaq notes that CBOE BZX
has announced a new listing offering. See ‘‘Cboe
Launches New Global Listing Offering for
Companies and ETFs of the Purpose-Driven
Innovation Economy’’ (June 2, 2023), available at
https://ir.cboe.com/news/news-details/2023/CboeLaunches-New-Global-Listing-Offering-forCompanies-and-ETFs-of-the-Purpose-DrivenInnovation-Economy-06-02-2023/default.aspx.
10 15
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84859
Annual fee
effective
January 1,
2024
47,000
49,500
56,500
59,500
Entry Fees on the Nasdaq Global Market
Nasdaq believes that the modification
of the entry fees on the Nasdaq Global
and Global Select Markets represents a
reasonable attempt to address the
Exchange’s increased costs in servicing
these listings and conducting the
required associated regulatory oversight
while also considering competitive
dynamics and continuing to attract new
listings. Nasdaq proposes to make the
aforementioned fee change to better
reflect the value of such listing to
companies. While newly listing
companies would pay a higher initial
listing fee under the proposed fee than
under the current rule, the Exchange
believes that this increase is not unfairly
discriminatory, as the resources the
Exchange expends in connection with
the initial listing of those companies are
consistent with the proposed fees.
Nasdaq does not propose to increase the
entry fees described in Rule 5910(a)
charged for additional classes of equity
securities, Acquisition Companies,
Closed-End Funds, and any class of
rights. The Exchange believes that the
benefits issuers receive in connection
with those listings are consistent with
the current fee levels, as those types of
listings do not generally entitle issuers
to the types of services provided in
connection with a primary common or
preferred stock listing of an operating
company and the Exchange has
therefore not incurred the same level of
cost increase associated with them. As
such, Nasdaq does not think it is
unfairly discriminatory to increase the
entry fees only for operating companies
listing their primary equity security.
Nasdaq also does not think it is
unfairly discriminatory to allow
companies that apply to list before
January 1, 2024, and list before February
15, 2024, to pay the existing fee
schedule. These companies will be
substantially far along in the process of
going public at the time of this filing
and may have made decisions based on
the existing fee schedule.
All-Inclusive Annual Listing Fees
Nasdaq believes that the proposed
amendments to Listing Rules 5910(b)(2)
and 5920(b)(2) to increase the allinclusive annual fees listing fees as set
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Federal Register / Vol. 88, No. 233 / Wednesday, December 6, 2023 / Notices
forth above are reasonable because of
the increased costs incurred by Nasdaq,
including due to price inflation. In that
regard, the Exchange notes that its
general costs to support listed
companies and conduct the required
associated regulatory oversight have
increased. The Exchange also continues
to expand and improve the services it
provides to listed companies, the
technology to deliver those services and
the customer experience at the Nasdaq
MarketSite. These improvements
include the remodeling of a portion of
Nasdaq’s New York Headquarters used
for company events, including market
opening and closing bells, and the
investment in technology to support
ongoing trading.
The Exchange also believes that the
proposed amendments to the annual
fees for equity securities are equitable
because they do not change the existing
framework for such fees, but simply
increase the amount of certain of the
fees to reflect increases in operating
costs and the perceived value of a
listing, including as a result of Nasdaq’s
advocacy efforts on behalf of listed
companies. Similarly, as the fee
structure remains effectively unchanged
apart from increases in the rates paid by
certain issuers, as described above, the
changes to annual fees for equity
securities neither target nor will they
have a disparate impact on any
particular category of issuer of equity
securities.
The Exchange believes that the
proposal to increase annual fees for
operating companies is not unfairly
discriminatory because Nasdaq will
maintain the current fee structure, based
on shares outstanding, and the same fee
schedule will apply to all such issuers.
While the Exchange does not propose to
increase the minimum annual fees
charged for various products including
Closed-end Funds, Limited
Partnerships, and securities covered by
Rule 5930 (that sets forth the allinclusive annual listing fees applicable
to SEEDS and Other Securities), Rule
5935 (that sets forth the all-inclusive
annual listing fees applicable to NonConvertible Bonds) and Rule 5940 (that
sets forth the all-inclusive annual listing
fees applicable to Exchange Traded
Products), the Exchange believes that
this is not unfairly discriminatory
because the benefits the issuers of those
other types of securities receive in
connection with their listings are
consistent with the current fee levels
paid by those issuers. Specifically, those
types of listings do not generally benefit
to the same extent from services
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provided by the Exchange and the
Exchange’s advocacy efforts as do
issuers of operating company equity
securities.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
All-Inclusive Annual Listing Fee for
Acquisition Companies
No written comments were either
solicited or received.
Nasdaq believes the proposed change
to apply a flat all-inclusive annual fee
for all listed Acquisition Companies is
reasonable, and not unfairly
discriminatory, because the value of the
listing to an Acquisition Company, and
Nasdaq’s costs in regulating and
supporting the listing of an Acquisition
Company, is substantially similar
regardless of the number of shares the
company has outstanding or its market
tier, and, as revised, all Acquisition
Companies would pay the same fee.
While some companies would pay a
higher fee under the proposed flat fee
than under the current rate, Nasdaq
believes that this change is not unfairly
discriminatory because the value of the
listing to an Acquisition Company is
substantially similar regardless of the
number of shares the company has
outstanding. Pricing for similar
securities on other national securities
exchanges was also considered, and
Nasdaq believes that a proposed flat allinclusive annual listing fee for
Acquisition Companies is reasonable
given the competitive landscape.13
The proposed renumbering of certain
rules to improve their clarity and
readability is ministerial in nature and
has no substantive effect.
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 market
for listing services is extremely
competitive and listed companies may
freely choose alternative venues, both
within the U.S. and internationally. For
this reason, Nasdaq does not believe
that the proposed rule change will result
in any burden on competition for
listings. The Exchange also does not
believe that the proposed rule change
will have any meaningful impact on
competition among listed companies
because all similarly situated companies
will be charged the same fee.
13 See, e.g., Section 902.11 of the NYSE Listed
Company Manual imposing a flat annual fee of
$85,000 on Acquisition Companies.
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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.14
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–2023–048 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–2023–048. 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
14 15
E:\FR\FM\06DEN1.SGM
U.S.C. 78s(b)(3)(A)(ii).
06DEN1
Federal Register / Vol. 88, No. 233 / Wednesday, December 6, 2023 / Notices
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
a.m. and 3 p.m. Copies of the filing also
will be available for inspection and
copying at the principal office of the
Exchange. Do not include personal
identifiable information in submissions;
you should submit only information
that you wish to make available
publicly. We may redact in part or
withhold entirely from publication
submitted material that is obscene or
subject to copyright protection. All
submissions should refer to file number
SR–NASDAQ–2023–048 and should be
submitted on or before December 27,
2023.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–26724 Filed 12–5–23; 8:45 am]
BILLING CODE 8011–01–P
[Release No. 34–99047; File No. SR–MIAX–
2023–46]
Self-Regulatory Organizations; Miami
International Securities Exchange,
LLC; Notice of Filing and Immediate
Effectiveness of a Proposed Rule
Change To Amend Its Fee Schedule
lotter on DSK11XQN23PROD with NOTICES1
November 30, 2023.
Pursuant to the provisions of Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 notice is hereby given that
on November 16, 2023, Miami
International Securities Exchange, LLC
(‘‘MIAX’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) a 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.
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
VerDate Sep<11>2014
20:52 Dec 05, 2023
Jkt 262001
The Exchange proposes to amend the
MIAX Options Exchange Fee Schedule
(the ‘‘Fee Schedule’’) to extend the
waiver period for certain nontransaction fees applicable to Market
Makers 3 that trade solely in Proprietary
Products 4 until June 30, 2024.
The text of the proposed rule change
is available on the Exchange’s website at
https://www.miaxglobal.com/markets/
us-options/miax-options/rule-filings, at
MIAX’s principal office, and at the
Commission’s Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
SECURITIES AND EXCHANGE
COMMISSION
15 17
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
1. Purpose
The Exchange proposes to amend the
Fee Schedule to extend the waiver
period for certain non-transaction fees
applicable to Market Makers that trade
solely in Proprietary Products until June
30, 2024.
Background
On October 12, 2018, the Exchange
received approval from the Commission
to list and trade on the Exchange
options on the SPIKES® Index, a new
index that measures expected 30-day
volatility of the SPDR S&P 500 ETF
Trust (commonly known and referred to
by its ticker symbol, ‘‘SPY’’).5 The
Exchange adopted its initial SPIKES
3 The term ‘‘Market Makers’’ refers to ‘‘Lead
Market Makers’’, ‘‘Primary Lead Market Makers’’
and ‘‘Registered Market Makers’’ collectively. See
Exchange Rule 100.
4 The term ‘‘Proprietary Product’’ means a class
of options that is listed exclusively on the
Exchange. See Exchange Rule 100.
5 See Securities Exchange Act Release No. 84417
(October 12, 2018), 83 FR 52865 (October 18, 2018)
(SR–MIAX–2018–14) (Order Granting Approval of a
Proposed Rule Change by Miami International
Securities Exchange, LLC to List and Trade on the
Exchange Options on the SPIKES® Index).
PO 00000
Frm 00089
Fmt 4703
Sfmt 4703
84861
options transaction fees on February 15,
2019 and adopted a new section of the
Fee Schedule—Section 1)a)xi),
SPIKES—for those fees.6 Options on the
SPIKES Index began trading on the
Exchange on February 19, 2019.
On May 31, 2019, the Exchange filed
its first proposal in a series of proposals
with the Commission to amend the Fee
Schedule to waive certain nontransaction fees applicable to Market
Makers that trade solely in Proprietary
Products (including options on the
SPIKES Index) beginning June 1, 2019,
through December 31, 2023.7 In
particular, the Exchange adopted fee
waivers for Membership Application
fees, monthly Market Maker Trading
Permit fees, Application Programming
Interface (‘‘API’’) Testing and
Certification fees for Members,8 and
monthly MIAX Express Interface
(‘‘MEI’’) Port 9 fees assessed to Market
Makers that trade solely in Proprietary
Products (including options on SPIKES)
throughout the entire period of June 1,
2019 through December 31, 2023. The
Exchange now proposes to extend the
waiver period for the same non6 See Securities Exchange Release No. 85283
(March 11, 2019), 84 FR 9567 (March 15, 2019) (SR–
MIAX–2019–11). The Exchange initially filed the
proposal on February 15, 2019 (SR–MIAX–2019–
04). That filing was withdrawn and replaced with
SR–MIAX–2019–11. On September 30, 2020, the
Exchange filed its proposal to, among other things,
reorganize the Fee Schedule to adopt new Section
1)b), Proprietary Products Exchange Fees, and
moved the fees and rebates for SPIKES options into
new Section 1)b)i). See Securities Exchange Act
Release Nos. 90146 (October 9, 2020), 85 FR 65443
(October 15, 2020) (SR–MIAX–2020–32); 90814
(December 29, 2020), 86 FR 327 (January 5, 2021)
(SR–MIAX–2020–39).
7 See Securities Exchange Act Release Nos. 86109
(June 14, 2019), 84 FR 28860 (June 20, 2019) (SR–
MIAX–2019–28); 87282 (October 10, 2019), 84 FR
55658 (October 17, 2019) (SR–MIAX–2019–43);
87897 (January 6, 2020), 85 FR 1346 (January 10,
2020) (SR–MIAX–2019–53); 89289 (July 10, 2020),
85 FR 43279 (July 16, 2020) (SR–MIAX–2020–22);
90146 (October 9, 2020), 85 FR 65443 (October 15,
2020) (SR–MIAX–2020–32); 90814 (December 29,
2020), 86 FR 327 (January 5, 2021) (SR–MIAX–
2020–39); 91498 (April 7, 2021), 86 FR 19293 (April
13, 2021) (SR–MIAX–2021–06); 93881 (December
30, 2021), 87 FR 517 (January 5, 2022) (SR–MIAX–
2021–63); 95259 (July 12, 2022), 87 FR 42754 (July
17, 2022) (SR–MIAX–2022–24); 96007 (October 7,
2022), 87 FR 62151 (October 13, 2022) (SR–MIAX–
2022–32); 96588 (December 28, 2022), 88 FR 381
(January 4, 2023) (SR–MIAX–2022–47); 97887 (July
12, 2023), 88 FR 45936 (July 18, 2023) (SR–MIAX–
2023–28).
8 The term ‘‘Member’’ means an individual or
organization approved to exercise the trading rights
associated with a Trading Permit. Members are
deemed ‘‘members’’ under the Exchange Act. See
Exchange Rule 100.
9 Full Service MEI Ports provide Market Makers
with the ability to send Market Maker simple and
complex quotes, eQuotes, and quote purge messages
to the MIAX System. Full Service MEI Ports are also
capable of receiving administrative information.
Market Makers are limited to two Full Service MEI
Ports per matching engine. See Fee Schedule, infra
note 15.
E:\FR\FM\06DEN1.SGM
06DEN1
]]>Agencies
[Federal Register Volume 88, Number 233 (Wednesday, December 6, 2023)]
[Notices]
[Pages 84857-84861]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-26724]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-99042; File No. SR-NASDAQ-2023-048]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Modify Entry and All-Inclusive Annual Fees for Certain Companies
November 30, 2023.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') and Rule 19b-4 thereunder,\2\ notice is hereby given
that on November 15, 2023, The Nasdaq Stock Market LLC (``Nasdaq'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to modify entry and all-inclusive annual fees
for certain companies, as described below. While changes proposed
herein are effective upon filing, the Exchange has designated the
proposed amendments to be operative on January 1, 2024.
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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to (i) modify the entry
fee for a Company that first lists a class of equity securities on the
Nasdaq Global or Global Select Market; (ii) modify the Exchange's all-
inclusive annual listing fees for certain domestic and foreign
companies listing equity securities on the Nasdaq Global Select, Global
and Capital Markets; and (iii) replace the tiered all-inclusive annual
listing fee structure with a flat fee of $81,000 for an Acquisition
Company, as defined below.
All revised fees will be applied in the same manner to all issuers
and the changes will not disproportionately affect any specific
category of issuers. While these changes are effective upon filing,
Nasdaq has designated the proposed amendments to be operative on
January 1, 2024.
Entry Fees on the Nasdaq Global Market
Currently, Nasdaq charges companies listing pursuant to Rule
5910(a)(1)(A)(i) a $270,000 entry fee the first time the company lists
a class of its securities (not otherwise identified in the Rule 5900
Series) on the Nasdaq Global and Global Select Market. Nasdaq is
proposing to increase the entry fee for these companies from $270,000
to $295,000 to better align its fees with the value of a listing to
issuers and to reflect costs in servicing these listings, such as from
the remodeling of a portion of the New York Headquarters used for
company events, including market opening and closing bells, conducting
the required associated regulatory oversight, and Nasdaq's advocacy
efforts on behalf of the public company model. In establishing these
fee changes Nasdaq also considered the competitive atmosphere in which
the Exchange operates.
Nasdaq does not propose to increase the minimum entry fees
described in Rule 5910(a) charged for additional classes of equity
securities, Acquisition Companies, Closed-End Funds, and any
[[Page 84858]]
class of rights.\3\ The Exchange believes that the benefits issuers
receive in connection with those listings are consistent with the
current fee levels. Further, issuers of those types of listings are not
generally entitled to the types of services provided and resources
offered in connection with a primary equity security listing. As such,
the Exchange has not incurred the same level of cost increases
associated with them.
---------------------------------------------------------------------------
\3\ Nasdaq also is not proposing to amend the Entry Fees on the
Nasdaq Capital Market.
---------------------------------------------------------------------------
While the new entry fees are effective upon filing and Nasdaq has
proposed that they be operative on January 1, 2024, Nasdaq will offer a
short period for any company that applies before January 1, 2024 to
complete the listing process and list under the current fee schedule.
Specifically, any company that submits its application to Nasdaq before
January 1, 2024, and lists before February 15, 2024, would be subject
to fees under the existing fee schedule. Nasdaq believes that it is
appropriate to continue to apply the prior fee schedule for these
companies because they will be substantially far along in the process
of going public at the time of this filing and may have made decisions
based on that fee schedule.
All-Inclusive Annual Listing Fees
Currently, for companies listed on the Capital Market, other than
Acquisition Companies (i.e., companies whose business plan is to
complete an initial public offering and engage in a merger or
acquisition with one or more unidentified companies within a specific
period of time, as described in IM-5101-2), ADRs, Closed-end Funds and
Limited Partnerships, the all-inclusive annual fee described in Listing
Rule 5920 ranges from $47,000 to $84,000; for Acquisition Companies
listing on the Capital Market the all-inclusive annual fee ranges from
$70,000 to $81,000; and for ADRs listed on the Capital Market the all-
inclusive annual fee ranges from $47,000 to $56,500.\4\ On the Global
and Global Select Markets, the all-inclusive annual fee described in
Listing Rule 5910 for companies other than Acquisition Companies, ADRs,
Closed-end Funds and Limited Partnerships ranges from $50,000 to
$173,500; for Acquisition Companies on the Global and Global Select
Markets the all-inclusive annual fee ranges from $70,000 to $81,000;
for ADRs the all-inclusive annual fee ranges from $50,000 to
$89,500.\5\ In each case, a company's all-inclusive annual fee is based
on its total shares outstanding.\6\
---------------------------------------------------------------------------
\4\ Nasdaq is not proposing to amend the all-inclusive annual
fee for Closed-end Funds and Limited Partnerships on any Nasdaq
tier.
\5\ Rule 5930 sets forth the all-inclusive annual listing fees
applicable to SEEDS and Other Securities; and Rule 5940 sets forth
the all-inclusive annual listing fees applicable to Exchange Traded
Products that are listed on the Nasdaq Global Market. Nasdaq is not
proposing to amend these rules.
\6\ REITs are subject to the same fee schedule as other equity
securities; however for the purpose of determining the total shares
outstanding, shares outstanding of all members in a REIT Family
listed on the same Nasdaq market tier may be aggregated. Similarly,
for the purpose of determining the total shares outstanding, fund
sponsors may aggregate shares outstanding of all Closed-End Funds in
the same fund family listed on the Nasdaq Global Market or the
Nasdaq Capital Market. See Listing Rules 5910(b)(2) and 5920(b)(2).
---------------------------------------------------------------------------
Nasdaq proposes to amend the all-inclusive annual fee for certain
domestic and foreign companies listing equity securities on the Nasdaq
Global Select, Global and Capital Markets to the following amounts,\7\
effective January 1, 2024:
---------------------------------------------------------------------------
\7\ In establishing the fee changes described in this rule
filing, Nasdaq considered various factors that distinguish
companies, including market tier, shares outstanding, and security
type, as well as the perceived use of various Nasdaq regulatory and
support services by companies of various characteristics to better
align fees with the size of the companies that pay those fees.
Pricing for similar securities on other national securities
exchanges was also considered. Based on this analysis, Nasdaq does
not propose to modify the structure and the number of fee tiers
within the annual fee schedule at this time.
---------------------------------------------------------------------------
Global/Global Select Markets
----------------------------------------------------------------------------------------------------------------
Annual fee Annual fee
before the effective
Total shares outstanding proposed January 1,
change 2024
----------------------------------------------------------------------------------------------------------------
Equity securities other than, in part, Up to 10 million shares......... $50,000 $52,500
Acquisition Companies, ADRs, Closed-end Funds
and Limited Partnerships.
10+ to 50 million shares........ 62,000 65,500
50+ to 75 million shares........ 84,000 85,000
75+ to 100 million shares....... 112,000 113,500
100+ to 125 million shares...... 140,000 141,500
125+ to 150 million shares...... 151,500 157,500
Over 150 million shares......... 173,500 182,500
ADRs.......................................... Up to 10 million ADRs and other 50,000 52,500
listed equity securities.
10+ to 50 million ADRs and other 56,500 59,500
listed equity securities.
50+ to 75 million ADRs and other 67,000 70,500
listed equity securities.
Over 75 million ADRs and other 89,500 94,000
listed equity securities.
----------------------------------------------------------------------------------------------------------------
Capital Market
----------------------------------------------------------------------------------------------------------------
Annual fee Annual fee
before the effective
Total shares outstanding proposed January 1,
change 2024
----------------------------------------------------------------------------------------------------------------
Equity securities other than Acquisition Up to 10 million shares......... $47,000 $49,500
Companies, ADRs, Closed-end Funds and Limited
Partnerships.
10+ to 50 million shares........ 62,000 65,500
Over 50 million shares.......... 84,000 85,000
[[Page 84859]]
ADRs.......................................... Up to 10 million ADRs and other 47,000 49,500
listed equity securities.
Over10 million ADRs and other 56,500 59,500
listed equity securities.
----------------------------------------------------------------------------------------------------------------
Nasdaq proposes to update amounts in examples in Listing Rules
5910(b)(3)(D) and 5920(b)(3)(D), clarifying the application of the
rules for companies transferring between Nasdaq tiers, to align the fee
amounts with the fees applicable in year 2024.
Nasdaq proposes to make the aforementioned fee increases to better
reflect the Exchange's costs related to listing equity securities, such
as from the remodeling of a portion of the New York Headquarters used
for company events, including market opening and closing bells,
conducting the required associated regulatory oversight, and Nasdaq's
advocacy efforts on behalf of listed companies, and the corresponding
value of such listing to companies. In establishing these fee changes
Nasdaq also considered the competitive atmosphere in which the Exchange
operates.
All-Inclusive Annual Listing Fee for Acquisition Companies
Nasdaq currently charges an all-inclusive annual listing fee for
Acquisition Companies listed on the Nasdaq Capital, Global and Global
Select Markets based on the number of shares outstanding according to
the following tiers: \8\
---------------------------------------------------------------------------
\8\ See Listing Rules 5910(b)(2)(F) and 5920(b)(2)(G).
Up to 50 million shares $70,000
Over 50 million shares $81,000
Nasdaq now proposes to replace the tiered structure for Acquisition
Companies listed on the Nasdaq Capital, Global and Global Select
Markets with a flat fee of $81,000 effective January 1, 2024. Nasdaq
proposes to make this change to better reflect the value of such
listing to companies. In particular, the Exchange believes it is
reasonable to apply a flat all-inclusive annual listing fee for
Acquisition Companies because the value of the listing for an
Acquisition Company, given the limited scope of operations and the
requirement to engage in a merger or acquisition with one or more
unidentified companies within a 36 months of the effectiveness of the
Acquisition Company's IPO registration statement, is substantially
similar regardless of the number of shares the Acquisition Company has
outstanding.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\9\ in general, and furthers the objectives of Sections
6(b)(4) and 6(b)(5) of the Act,\10\ 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, and is
not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(4) and (5).
---------------------------------------------------------------------------
As a preliminary matter, Nasdaq notes that the Exchange operates in
a highly competitive marketplace for the listing of companies.\11\ The
Commission has repeatedly expressed its preference for competition over
regulatory intervention in determining prices, products, and services
in the securities markets. The Exchange believes that the ever-shifting
market share among exchanges with respect to new listings and the
transfer of existing listings between competitor exchanges demonstrates
that issuers can choose different listing markets in response to fee
changes. Moreover, new competitors can enter the space, including
existing exchanges without listing programs.\12\ Accordingly,
competitive forces constrain the Exchange's listing fees and changes to
the listing fees can have a direct effect on the ability of Nasdaq to
compete for new listings and retain existing listings.
---------------------------------------------------------------------------
\11\ The Justice Department has noted the intense competitive
environment for exchange listings. See ``NASDAQ OMX Group Inc. and
Intercontinental Exchange Inc. Abandon Their Proposed Acquisition Of
NYSE Euronext After Justice Department Threatens Lawsuit'' (May 16,
2011), available at https://www.justice.gov/atr/public/press_releases/2011/271214.htm.
\12\ In that regard, Nasdaq notes that CBOE BZX has announced a
new listing offering. See ``Cboe Launches New Global Listing
Offering for Companies and ETFs of the Purpose-Driven Innovation
Economy'' (June 2, 2023), available at https://ir.cboe.com/news/news-details/2023/Cboe-Launches-New-Global-Listing-Offering-for-Companies-and-ETFs-of-the-Purpose-Driven-Innovation-Economy-06-02-2023/default.aspx.
---------------------------------------------------------------------------
Entry Fees on the Nasdaq Global Market
Nasdaq believes that the modification of the entry fees on the
Nasdaq Global and Global Select Markets represents a reasonable attempt
to address the Exchange's increased costs in servicing these listings
and conducting the required associated regulatory oversight while also
considering competitive dynamics and continuing to attract new
listings. Nasdaq proposes to make the aforementioned fee change to
better reflect the value of such listing to companies. While newly
listing companies would pay a higher initial listing fee under the
proposed fee than under the current rule, the Exchange believes that
this increase is not unfairly discriminatory, as the resources the
Exchange expends in connection with the initial listing of those
companies are consistent with the proposed fees. Nasdaq does not
propose to increase the entry fees described in Rule 5910(a) charged
for additional classes of equity securities, Acquisition Companies,
Closed-End Funds, and any class of rights. The Exchange believes that
the benefits issuers receive in connection with those listings are
consistent with the current fee levels, as those types of listings do
not generally entitle issuers to the types of services provided in
connection with a primary common or preferred stock listing of an
operating company and the Exchange has therefore not incurred the same
level of cost increase associated with them. As such, Nasdaq does not
think it is unfairly discriminatory to increase the entry fees only for
operating companies listing their primary equity security.
Nasdaq also does not think it is unfairly discriminatory to allow
companies that apply to list before January 1, 2024, and list before
February 15, 2024, to pay the existing fee schedule. These companies
will be substantially far along in the process of going public at the
time of this filing and may have made decisions based on the existing
fee schedule.
All-Inclusive Annual Listing Fees
Nasdaq believes that the proposed amendments to Listing Rules
5910(b)(2) and 5920(b)(2) to increase the all-inclusive annual fees
listing fees as set
[[Page 84860]]
forth above are reasonable because of the increased costs incurred by
Nasdaq, including due to price inflation. In that regard, the Exchange
notes that its general costs to support listed companies and conduct
the required associated regulatory oversight have increased. The
Exchange also continues to expand and improve the services it provides
to listed companies, the technology to deliver those services and the
customer experience at the Nasdaq MarketSite. These improvements
include the remodeling of a portion of Nasdaq's New York Headquarters
used for company events, including market opening and closing bells,
and the investment in technology to support ongoing trading.
The Exchange also believes that the proposed amendments to the
annual fees for equity securities are equitable because they do not
change the existing framework for such fees, but simply increase the
amount of certain of the fees to reflect increases in operating costs
and the perceived value of a listing, including as a result of Nasdaq's
advocacy efforts on behalf of listed companies. Similarly, as the fee
structure remains effectively unchanged apart from increases in the
rates paid by certain issuers, as described above, the changes to
annual fees for equity securities neither target nor will they have a
disparate impact on any particular category of issuer of equity
securities.
The Exchange believes that the proposal to increase annual fees for
operating companies is not unfairly discriminatory because Nasdaq will
maintain the current fee structure, based on shares outstanding, and
the same fee schedule will apply to all such issuers. While the
Exchange does not propose to increase the minimum annual fees charged
for various products including Closed-end Funds, Limited Partnerships,
and securities covered by Rule 5930 (that sets forth the all-inclusive
annual listing fees applicable to SEEDS and Other Securities), Rule
5935 (that sets forth the all-inclusive annual listing fees applicable
to Non-Convertible Bonds) and Rule 5940 (that sets forth the all-
inclusive annual listing fees applicable to Exchange Traded Products),
the Exchange believes that this is not unfairly discriminatory because
the benefits the issuers of those other types of securities receive in
connection with their listings are consistent with the current fee
levels paid by those issuers. Specifically, those types of listings do
not generally benefit to the same extent from services provided by the
Exchange and the Exchange's advocacy efforts as do issuers of operating
company equity securities.
All-Inclusive Annual Listing Fee for Acquisition Companies
Nasdaq believes the proposed change to apply a flat all-inclusive
annual fee for all listed Acquisition Companies is reasonable, and not
unfairly discriminatory, because the value of the listing to an
Acquisition Company, and Nasdaq's costs in regulating and supporting
the listing of an Acquisition Company, is substantially similar
regardless of the number of shares the company has outstanding or its
market tier, and, as revised, all Acquisition Companies would pay the
same fee. While some companies would pay a higher fee under the
proposed flat fee than under the current rate, Nasdaq believes that
this change is not unfairly discriminatory because the value of the
listing to an Acquisition Company is substantially similar regardless
of the number of shares the company has outstanding. Pricing for
similar securities on other national securities exchanges was also
considered, and Nasdaq believes that a proposed flat all-inclusive
annual listing fee for Acquisition Companies is reasonable given the
competitive landscape.\13\
---------------------------------------------------------------------------
\13\ See, e.g., Section 902.11 of the NYSE Listed Company Manual
imposing a flat annual fee of $85,000 on Acquisition Companies.
---------------------------------------------------------------------------
The proposed renumbering of certain rules to improve their clarity
and readability is ministerial in nature and has no substantive effect.
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 market for listing services
is extremely competitive and listed companies may freely choose
alternative venues, both within the U.S. and internationally. For this
reason, Nasdaq does not believe that the proposed rule change will
result in any burden on competition for listings. The Exchange also
does not believe that the proposed rule change will have any meaningful
impact on competition among listed companies because all similarly
situated companies will be charged the same fee.
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.\14\
---------------------------------------------------------------------------
\14\ 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-2023-048 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-2023-048. 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
[[Page 84861]]
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
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We
may redact in part or withhold entirely from publication submitted
material that is obscene or subject to copyright protection. All
submissions should refer to file number SR-NASDAQ-2023-048 and should
be submitted on or before December 27, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
---------------------------------------------------------------------------
\15\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-26724 Filed 12-5-23; 8:45 am]
BILLING CODE 8011-01-P
