Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Amend Sections 902.02 and 902.03 of the NYSE Listed Company Manual To Amend Its Initial Listing Fee and Certain of Its Annual Fees, 86181-86183 [2023-27157]
Download as PDF
Federal Register / Vol. 88, No. 237 / Tuesday, December 12, 2023 / Notices
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange has filed the proposed
rule change pursuant to section
19(b)(3)(A)(iii) of the Act 35 and Rule
19b–4(f)(6) thereunder.36 Because the
foregoing proposed rule change does
not: (i) significantly affect the protection
of investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) become operative
for 30 days from the date on which it
was filed, or such shorter time as the
Commission may designate, it has
become effective pursuant to section
19(b)(3)(A)(iii) of the Act 37 and
subparagraph (f)(6) of Rule 19b–4
thereunder.38
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Act 39 normally does not become
operative for 30 days after the date of its
filing. However, Rule 19b–4(f)(6)(iii) 40
permits the Commission to designate a
shorter time if such action is consistent
with the protection of investors and the
public interest. The Exchange has
requested that the Commission waive
the 30-day operative delay so that the
Exchange may immediately update its
rules to provide greater detail with
respect to the generation, execution, and
removal of Legging Orders. The
Commission believes that the proposed
rule change presents no novel issues
and that waiver of the 30-day operative
delay is consistent with the protection
of investors and the public interest.
Accordingly, the Commission hereby
waives the operative delay and
designates the proposed rule change
operative upon filing.41
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
35 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
37 15 U.S.C. 78s(b)(3)(A)(iii).
38 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires a self-regulatory organization to
give the Commission written notice of its intent to
file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
39 17 CFR 240.19b–4(f)(6).
40 17 CFR 240.19b–4(f)(6)(iii).
41 For purposes only of waiving the 30-day
operative delay, the Commission has also
considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
ddrumheller on DSK120RN23PROD with NOTICES1
36 17
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18:03 Dec 11, 2023
Jkt 262001
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.
86181
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.42
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–27164 Filed 12–11–23; 8:45 am]
IV. Solicitation of Comments
BILLING CODE 8011–01–P
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:
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–99091; File No. SR–NYSE–
2023–49]
• 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–
MRX–2023–22 on the subject line.
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Amend
Sections 902.02 and 902.03 of the
NYSE Listed Company Manual To
Amend Its Initial Listing Fee and
Certain of Its Annual Fees
Paper Comments
December 6, 2023.
Electronic 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–MRX–2023–22. 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–MRX–2023–22 and should be
submitted on or before January 2, 2024.
PO 00000
Frm 00078
Fmt 4703
Sfmt 4703
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 December 1, 2023,
New York Stock Exchange LLC
(‘‘NYSE’’ or the ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been prepared by the self-regulatory
organization. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Sections 902.02 and 902.03 of the NYSE
Listed Company Manual (the ‘‘Manual’)
to amend its initial listing fee and
certain of its annual fees charged to
listed issuers. The proposed rule change
is available on the Exchange’s website at
www.nyse.com, at the principal office of
the Exchange, and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization 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 those statements may be examined at
42 17
CFR 200.30–3(a)(12), (59).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
E:\FR\FM\12DEN1.SGM
12DEN1
86182
Federal Register / Vol. 88, No. 237 / Tuesday, December 12, 2023 / Notices
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 parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
ddrumheller on DSK120RN23PROD with NOTICES1
1. Purpose
The Exchange proposes to amend its
initial listing fee and certain of its
annual fees charged to listed issuers as
set forth in Sections 902.02 and 902.03
of the Manual. The proposed changes
will take effect from the beginning of the
calendar year commencing on January 1,
2024.
The Exchange currently charges a flat
initial listing fee of $295,000 the first
time an issuer lists a class of common
shares on the Exchange. The Exchange
proposes to increase this flat initial
listing fee by $5,000 from $295,000 to
$300,000. Section 902.03 of the Manual
contains examples of how listing fees
are calculated for certain UPREITs, U.S.
issuers and foreign private issuers. The
Exchange proposes to make conforming
changes to these examples in Section
902.03 to reflect the new $300,000 flat
initial listing fee.
The Exchange currently charges an
annual fee of $0.001215 per share for
each of the following: a primary class of
common shares (including Equity
Investment Tracking Stocks); each
additional class of common shares
(including tracking stock); a primary
class of preferred stock (if no class of
common shares is listed); each
additional class of preferred stock
(whether primary class is common or
preferred shares); and each class of
warrants or rights. The Exchange
proposes to change the per share annual
fee for the foregoing classes of securities
from $0.001215 per share to $0.001265
per share.
The proposed increase in the initial
listing fee and the per share rates for
annual fees reflect increases in the costs
the Exchange incurs in providing
services to listed companies on an
ongoing basis, as well as increases in the
costs of conducting its related regulatory
activities. As described below, the
Exchange proposes to make the
aforementioned fee increases to better
reflect the Exchange’s costs related to
listing equity securities and the
corresponding value of such listing to
companies.
The revised annual fees will be
applied in the same manner to all
issuers with listed securities in the
affected categories and the Exchange
VerDate Sep<11>2014
18:03 Dec 11, 2023
Jkt 262001
believes that the changes will not
disproportionately affect any specific
category of issuers.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
section 6(b) of the Act,3 in general, and
furthers the objectives of section
6(b)(4) 4 of the Act, in particular, in that
it is designed to provide for the
equitable allocation of reasonable dues,
fees, and other charges. The Exchange
also believes that the proposed rule
change is consistent with section 6(b)(5)
of the Act,5 in that it is designed to
promote just and equitable principles of
trade, to foster cooperation and
coordination with persons engaged in
regulating, clearing, settling, processing
information with respect to, and
facilitating transactions in securities, to
remove impediments to and perfect the
mechanism of a free and open market
and a national market system, and, in
general, to protect investors and the
public interest and is not designed to
permit unfair discrimination between
customers, issuers, brokers, or dealers.
The Exchange believes that it is not
unfairly discriminatory and represents
an equitable allocation of reasonable
fees to amend sections 902.02 and
902.03 to increase the initial listing fee
and annual fees for the various
categories of equity securities as set
forth above because of the increased
costs incurred by the Exchange since it
established the current rates.
The Proposed Changes Are Reasonable
The Exchange believes that the
proposed changes to its initial listing fee
and the annual fee schedule are
reasonable. In that regard, the Exchange
notes that its general costs to support its
listed companies have increased,
including due to price inflation. The
Exchange also continues to expand and
improve the services it provides to
listed companies. Specifically, the
Exchange has (among other things)
increased expenditure on listed
companies and the value of an NYSE
listing by expanding the NYSE Institute,
whose focus includes providing thought
leadership and advocacy on behalf of
listed companies.
The Exchange operates in a highly
competitive marketplace for the listing
of the various categories of securities
affected by the proposed annual fee
adjustments. The Commission has
repeatedly expressed its preference for
competition over regulatory
U.S.C. 78f(b).
4 15 U.S.C. 78f(b)(4).
5 15 U.S.C. 78f(b)(5).
Frm 00079
Fmt 4703
The Proposal Is an Equitable Allocation
of Fees
The Exchange believes its proposal
equitably allocates its fees among its
market participants.
The Exchange believes that the
proposed amendments to the initial
listing fee and annual fees for equity
securities are equitable because they do
not change the existing framework for
such fees, but simply increase the
amount of the flat initial listing fee and
per unit annual fee to reflect increased
operating costs. Similarly, as the fee
structure remains effectively unchanged
apart from the proposed increases in the
rates paid by all issuers, the changes to
the initial listing fee or annual fees for
equity securities neither target nor will
they have a disparate impact on any
particular category of issuer.
The Proposal Is Not Unfairly
Discriminatory
The Exchange believes that the
proposal is not unfairly discriminatory.
6 Securities Exchange Act Release No. 34–51808
(June 9, 2005); 70 FR 37496 (June 29, 2005)
(‘‘Regulation NMS’’).
7 See Regulation NMS, 70 FR at 37499.
3 15
PO 00000
intervention in determining prices,
products, and services in the securities
markets. Specifically, in Regulation
NMS,6 the Commission highlighted the
importance of market forces in
determining prices and SRO revenues
and, also, recognized that current
regulation of the market system ‘‘has
been remarkably successful in
promoting market competition in its
broader forms that are most important to
investors and listed companies.’’ 7
The Exchange believes that the evershifting market share among the
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. Accordingly, competitive
forces constrain exchange listing fees.
Stated otherwise, changes to exchange
listing fees can have a direct effect on
the ability of an exchange to compete for
new listings and retain existing listings.
Given this competitive environment,
the adoption of the proposed increase to
the initial listing fee and annual fees for
various categories of equity securities
represents a reasonable attempt to
address the Exchange’s increased costs
in servicing these listings while
continuing to attract and retain listings.
The Exchange proposes to make the
aforementioned fee increases in
Sections 902.02 and 902.03 to better
reflect the value of such listing to
issuers.
Sfmt 4703
E:\FR\FM\12DEN1.SGM
12DEN1
Federal Register / Vol. 88, No. 237 / Tuesday, December 12, 2023 / Notices
The proposed fee changes are not
unfairly discriminatory among issuers of
operating company equity securities
because the same fee schedule will
apply to all such issuers. Further, the
Exchange operates in a competitive
environment and its fees are constrained
by competition in the marketplace.
Other venues currently list all of the
categories of securities covered by the
proposed fees and if a company believes
that the Exchange’s fees are
unreasonable it can decide either not to
list its securities or to list them on an
alternative venue.
For the foregoing reasons, the
Exchange believes that the proposal is
consistent with the Act.
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 that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
proposed rule change is designed to
ensure that the fees charged by the
Exchange accurately reflect the services
provided and benefits realized by listed
companies. The market for listing
services is extremely competitive. Each
listing exchange has a different fee
schedule that applies to issuers seeking
to list securities on its exchange. Issuers
have the option to list their securities on
these alternative venues based on the
fees charged and the value provided by
each listing. Because issuers have a
choice to list their securities on a
different national securities exchange,
the Exchange does not believe that the
proposed fee changes impose a burden
on competition.
Intramarket Competition
The proposed amended fees will be
charged to all listed issuers on the same
basis. The Exchange does not believe
that the proposed amended fees will
have any meaningful effect on the
competition among issuers listed on the
Exchange.
ddrumheller on DSK120RN23PROD with NOTICES1
Intermarket Competition
The Exchange operates in a highly
competitive market in which issuers can
readily choose to list new securities on
other exchanges and transfer listings to
other exchanges if they deem fee levels
at those other venues to be more
favorable. Because competitors are free
to modify their own fees, and because
issuers may change their chosen listing
venue, the Exchange does not believe its
proposed fee change can impose any
burden on intermarket competition.
VerDate Sep<11>2014
18:03 Dec 11, 2023
Jkt 262001
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were solicited
or received with respect to the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change is effective
upon filing pursuant to section
19(b)(3)(A) 8 of the Act and
subparagraph (f)(2) of Rule 19b–4 9
thereunder, because it establishes a due,
fee, or other charge imposed by the
Exchange.
At any time within 60 days of the
filing of such proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission shall institute proceedings
under section 19(b)(2)(B) 10 of the Act to
determine whether the proposed rule
change should be approved or
disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include file number SR–
NYSE–2023–49 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–NYSE–2023–49. 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/
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(2).
10 15 U.S.C. 78s(b)(2)(B).
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–NYSE–2023–49 and should be
submitted on or before January 2, 2024.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.11
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023–27157 Filed 12–11–23; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–99098; File No. SR–NSCC–
2023–012]
Self-Regulatory Organizations;
National Securities Clearing
Corporation; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend the Clearing
Agency Risk Management Framework
December 6, 2023.
Pursuant to section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on December
1, 2023, National Securities Clearing
Corporation (‘‘NSCC’’) 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 clearing agency. NSCC filed the
proposed rule change pursuant to
8 15
11 17
9 17
1 15
PO 00000
Frm 00080
Fmt 4703
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
Sfmt 4703
86183
E:\FR\FM\12DEN1.SGM
12DEN1
Agencies
[Federal Register Volume 88, Number 237 (Tuesday, December 12, 2023)]
[Notices]
[Pages 86181-86183]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-27157]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-99091; File No. SR-NYSE-2023-49]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Sections 902.02 and 902.03 of the NYSE Listed Company Manual To
Amend Its Initial Listing Fee and Certain of Its Annual Fees
December 6, 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 December 1, 2023, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Sections 902.02 and 902.03 of the
NYSE Listed Company Manual (the ``Manual') to amend its initial listing
fee and certain of its annual fees charged to listed issuers. The
proposed rule change is available on the Exchange's website at
www.nyse.com, at the principal office of the Exchange, and at the
Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the self-regulatory organization
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 those statements may be examined at
[[Page 86182]]
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 parts 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 Exchange proposes to amend its initial listing fee and certain
of its annual fees charged to listed issuers as set forth in Sections
902.02 and 902.03 of the Manual. The proposed changes will take effect
from the beginning of the calendar year commencing on January 1, 2024.
The Exchange currently charges a flat initial listing fee of
$295,000 the first time an issuer lists a class of common shares on the
Exchange. The Exchange proposes to increase this flat initial listing
fee by $5,000 from $295,000 to $300,000. Section 902.03 of the Manual
contains examples of how listing fees are calculated for certain
UPREITs, U.S. issuers and foreign private issuers. The Exchange
proposes to make conforming changes to these examples in Section 902.03
to reflect the new $300,000 flat initial listing fee.
The Exchange currently charges an annual fee of $0.001215 per share
for each of the following: a primary class of common shares (including
Equity Investment Tracking Stocks); each additional class of common
shares (including tracking stock); a primary class of preferred stock
(if no class of common shares is listed); each additional class of
preferred stock (whether primary class is common or preferred shares);
and each class of warrants or rights. The Exchange proposes to change
the per share annual fee for the foregoing classes of securities from
$0.001215 per share to $0.001265 per share.
The proposed increase in the initial listing fee and the per share
rates for annual fees reflect increases in the costs the Exchange
incurs in providing services to listed companies on an ongoing basis,
as well as increases in the costs of conducting its related regulatory
activities. As described below, the Exchange proposes to make the
aforementioned fee increases to better reflect the Exchange's costs
related to listing equity securities and the corresponding value of
such listing to companies.
The revised annual fees will be applied in the same manner to all
issuers with listed securities in the affected categories and the
Exchange believes that the changes will not disproportionately affect
any specific category of issuers.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with section 6(b) of the Act,\3\ in general, and furthers the
objectives of section 6(b)(4) \4\ of the Act, in particular, in that it
is designed to provide for the equitable allocation of reasonable dues,
fees, and other charges. The Exchange also believes that the proposed
rule change is consistent with section 6(b)(5) of the Act,\5\ in that
it is designed to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, to remove impediments to and
perfect the mechanism of a free and open market and a national market
system, and, in general, to protect investors and the public interest
and is not designed to permit unfair discrimination between customers,
issuers, brokers, or dealers.
---------------------------------------------------------------------------
\3\ 15 U.S.C. 78f(b).
\4\ 15 U.S.C. 78f(b)(4).
\5\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Exchange believes that it is not unfairly discriminatory and
represents an equitable allocation of reasonable fees to amend sections
902.02 and 902.03 to increase the initial listing fee and annual fees
for the various categories of equity securities as set forth above
because of the increased costs incurred by the Exchange since it
established the current rates.
The Proposed Changes Are Reasonable
The Exchange believes that the proposed changes to its initial
listing fee and the annual fee schedule are reasonable. In that regard,
the Exchange notes that its general costs to support its listed
companies have increased, including due to price inflation. The
Exchange also continues to expand and improve the services it provides
to listed companies. Specifically, the Exchange has (among other
things) increased expenditure on listed companies and the value of an
NYSE listing by expanding the NYSE Institute, whose focus includes
providing thought leadership and advocacy on behalf of listed
companies.
The Exchange operates in a highly competitive marketplace for the
listing of the various categories of securities affected by the
proposed annual fee adjustments. The Commission has repeatedly
expressed its preference for competition over regulatory intervention
in determining prices, products, and services in the securities
markets. Specifically, in Regulation NMS,\6\ the Commission highlighted
the importance of market forces in determining prices and SRO revenues
and, also, recognized that current regulation of the market system
``has been remarkably successful in promoting market competition in its
broader forms that are most important to investors and listed
companies.'' \7\
---------------------------------------------------------------------------
\6\ Securities Exchange Act Release No. 34-51808 (June 9, 2005);
70 FR 37496 (June 29, 2005) (``Regulation NMS'').
\7\ See Regulation NMS, 70 FR at 37499.
---------------------------------------------------------------------------
The Exchange believes that the ever-shifting market share among the
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.
Accordingly, competitive forces constrain exchange listing fees. Stated
otherwise, changes to exchange listing fees can have a direct effect on
the ability of an exchange to compete for new listings and retain
existing listings.
Given this competitive environment, the adoption of the proposed
increase to the initial listing fee and annual fees for various
categories of equity securities represents a reasonable attempt to
address the Exchange's increased costs in servicing these listings
while continuing to attract and retain listings.
The Exchange proposes to make the aforementioned fee increases in
Sections 902.02 and 902.03 to better reflect the value of such listing
to issuers.
The Proposal Is an Equitable Allocation of Fees
The Exchange believes its proposal equitably allocates its fees
among its market participants.
The Exchange believes that the proposed amendments to the initial
listing fee and annual fees for equity securities are equitable because
they do not change the existing framework for such fees, but simply
increase the amount of the flat initial listing fee and per unit annual
fee to reflect increased operating costs. Similarly, as the fee
structure remains effectively unchanged apart from the proposed
increases in the rates paid by all issuers, the changes to the initial
listing fee or annual fees for equity securities neither target nor
will they have a disparate impact on any particular category of issuer.
The Proposal Is Not Unfairly Discriminatory
The Exchange believes that the proposal is not unfairly
discriminatory.
[[Page 86183]]
The proposed fee changes are not unfairly discriminatory among issuers
of operating company equity securities because the same fee schedule
will apply to all such issuers. Further, the Exchange operates in a
competitive environment and its fees are constrained by competition in
the marketplace. Other venues currently list all of the categories of
securities covered by the proposed fees and if a company believes that
the Exchange's fees are unreasonable it can decide either not to list
its securities or to list them on an alternative venue.
For the foregoing reasons, the Exchange believes that the proposal
is consistent with the Act.
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 that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
designed to ensure that the fees charged by the Exchange accurately
reflect the services provided and benefits realized by listed
companies. The market for listing services is extremely competitive.
Each listing exchange has a different fee schedule that applies to
issuers seeking to list securities on its exchange. Issuers have the
option to list their securities on these alternative venues based on
the fees charged and the value provided by each listing. Because
issuers have a choice to list their securities on a different national
securities exchange, the Exchange does not believe that the proposed
fee changes impose a burden on competition.
Intramarket Competition
The proposed amended fees will be charged to all listed issuers on
the same basis. The Exchange does not believe that the proposed amended
fees will have any meaningful effect on the competition among issuers
listed on the Exchange.
Intermarket Competition
The Exchange operates in a highly competitive market in which
issuers can readily choose to list new securities on other exchanges
and transfer listings to other exchanges if they deem fee levels at
those other venues to be more favorable. Because competitors are free
to modify their own fees, and because issuers may change their chosen
listing venue, the Exchange does not believe its proposed fee change
can impose any burden on intermarket competition.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change is effective upon filing pursuant to
section 19(b)(3)(A) \8\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \9\ thereunder, because it establishes a due, fee, or other charge
imposed by the Exchange.
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(2).
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At any time within 60 days of the filing of such proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act. If the Commission
takes such action, the Commission shall institute proceedings under
section 19(b)(2)(B) \10\ of the Act to determine whether the proposed
rule change should be approved or disapproved.
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\10\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
file number SR-NYSE-2023-49 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-NYSE-2023-49. 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-NYSE-2023-49 and should be
submitted on or before January 2, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-27157 Filed 12-11-23; 8:45 am]
BILLING CODE 8011-01-P