Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Amend Section 102.01 of the NYSE Listed Company Manual To Provide That the Distribution Standard Therein Will Be Calculated on a Worldwide Basis, 73463-73465 [2024-20321]
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Federal Register / Vol. 89, No. 175 / Tuesday, September 10, 2024 / Notices
Comments may be submitted by any of
the following methods:
SECURITIES AND EXCHANGE
COMMISSION
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–FINRA–2024–012 on the subject
line.
Paper Comments
khammond on DSKJM1Z7X2PROD with NOTICES
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to file
number SR–FINRA–2024–012. 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
FINRA. 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–FINRA–2024–012 and
should be submitted on or before
October 1, 2024.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.60
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024–20323 Filed 9–9–24; 8:45 am]
BILLING CODE 8011–01–P
[Release No. 34–100918; File No. SR–NYSE–
2024–47]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing of Proposed Rule Change To
Amend Section 102.01 of the NYSE
Listed Company Manual To Provide
That the Distribution Standard Therein
Will Be Calculated on a Worldwide
Basis
September 4, 2024.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934
(‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that on August
22, 2024, New York Stock Exchange
LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (the ‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been prepared by the selfregulatory 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
Section 102.01 of the NYSE Listed
Company Manual to provide that the
distribution standard therein will be
calculated on a worldwide basis. 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
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.
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
60 17
CFR 200.30–3(a)(12).
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16:45 Sep 09, 2024
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73463
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Section 102.01A of the Manual sets
forth the Exchange’s minimum initial
listing requirements with respect to
distribution for companies seeking to
list under the Exchange’s ‘‘domestic’’
initial listing standards. A note included
in Section 102.01B (under the heading
‘‘Calculations under the Distribution
Criteria’’) provides that, when
considering a listing application from a
company organized under the laws of
Canada, Mexico or the United States
(‘‘North America’’), the Exchange will
include all North American holders and
North American trading volume in
applying the minimum stockholder and
trading volume requirements of Section
102.01A.
Notwithstanding the foregoing, the
note included in Section 102.01B also
provides that, in connection with the
listing of any issuer from outside North
America, the Exchange will have the
discretion, but will not be required, to
consider holders and trading volume in
the company’s home country market or
primary trading market outside the
United States in determining whether a
company is qualified for listing under
Section 102.01, provided such market is
a regulated stock exchange. The note
specifies that, in exercising this
discretion, the Exchange would
consider all relevant factors including:
(i) whether the information was derived
from a reliable source, preferably either
a regulated securities market or a
transfer agent that was subject to
governmental regulation; (ii) whether
there existed efficient mechanisms for
the transfer of securities between the
company’s non-U.S. trading market and
the United States; and (iii) the number
of shareholders and the extent of trading
in the company’s securities in the
United States prior to the listing.
The Exchange proposes to amend the
note in Section 102.01B under the
heading ‘‘Calculations under the
Distribution Criteria’’ to provide that,
when considering a listing application
from a company regardless of whether
the company is domestic or foreign, the
Exchange will include all holders on a
global basis and worldwide trading
volume in applying the minimum
stockholder and trading volume
requirements of Section 102.01A. As the
discretion provided with respect to the
inclusion of non-U.S. holders and
trading volume in the current rule
would no longer be relevant if there was
no geographic limitation on the
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Federal Register / Vol. 89, No. 175 / Tuesday, September 10, 2024 / Notices
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inclusion of holders or trading volume
in meeting the standards, the Exchange
proposes to delete from the note the
discussion of how that discretion is
currently applied.
It has been the Exchange’s experience
in recent years that non-U.S. companies
conducting their initial public offerings
in the United States will often seek to
sell a significant portion of the offering
in the company’s home market rather
than in the United States. Such
companies and their underwriters have
sometimes had difficulty placing shares
with a sufficient number of investors in
North America to meet the Exchange’s
domestic distribution standards and, in
some instances, companies have been
unable to list on the Exchange because
of the restrictions imposed by the
current NYSE rule. In some cases, this
means that these companies are lost to
the U.S. capital markets, but in other
cases these companies are able to list on
the Nasdaq Stock Market (‘‘Nasdaq’’), as
Nasdaq’s distribution requirements do
not include a limitation comparable to
that included in the NYSE’s rule. The
Exchange believes that the proposed
rule change will enable it to compete
more effectively for the listing of nonU.S. companies, as the rule change
would remove a significant competitive
disadvantage faced by the Exchange in
competing with Nasdaq for the listing of
these companies.
In addition to the competitive benefits
described above, the Exchange believes
that the current rule reflects an
understanding of the functioning of the
trading market for non-U.S. companies
that is inconsistent with the current
reality. The current restrictions have
been in place for many years and do not
reflect the speed and reliability of links
among global securities markets. Given
the ease of transfer of securities between
different countries in the contemporary
securities markets, there is no reason
why the holders of a listed company’s
securities outside of North America
cannot be active real time participants
in the trading market in the United
States and that foreign holders should
be viewed as less valuable as a source
of liquidity in that market.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) of the Act,4 in general, and
furthers the objectives of Section 6(b)(5)
of the Act,5 in particular, because it is
designed to prevent fraudulent and
manipulative acts and practices, to
promote just and equitable principles of
4 15
5 15
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
VerDate Sep<11>2014
16:45 Sep 09, 2024
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 because it is not
designed to permit unfair
discrimination between customers,
issuers, brokers, or dealers.
The Exchange believes that the
proposed rule change furthers the
objectives of Section 6(b)(5) in that it
will promote competition for the listing
of non-U.S. companies by ensuring that
the listing rules of the major listing
exchanges will function the same in
their consideration of shareholders and
trading volume outside of North
America for purposes of initial listing
requirements. In addition to these
competitive benefits, the Exchange
believes that the current rule reflects an
understanding of how the trading
market for non-U.S. companies
functions that is inconsistent with the
current reality. The current restrictions
have been in place for many years and
do not reflect the speed and reliability
of links among global securities markets.
Given the ease of transfer of securities
between different countries in the
contemporary securities markets, there
is no reason why the holders of a listed
company’s securities outside of North
America cannot be active real time
participants in the trading market in the
United States and that foreign holders
should be viewed as less valuable as a
source of liquidity in that market. As
such, the Exchange believes that the
proposal is consistent with the
protection of investors as it reflects
appropriately the role played by
shareholders and trading activity in a
company’s home market in the
development of a liquid trading market
in the United States in the securities of
non-U.S. listed companies.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange believes that the
proposal will not impose any burden on
competition that is not necessary or
appropriate in furtherance of the
purposes of Section 6(b)(8) of the Act.6
The Exchange believes that the
proposal will not impose a burden on
intermarket competition that is not
necessary or appropriate in furtherance
of the purposes of the Act because the
proposed rule change is designed to
increase the competition for listing of
6 15
Jkt 262001
PO 00000
U.S.C. 78f(b)(8).
Frm 00115
Fmt 4703
Sfmt 4703
non-U.S. companies by enabling the
Exchange to compete more effectively
with Nasdaq for the listing of those
companies, by conforming the
Exchange’s treatment of shareholders
and trading volume outside North
America with their treatment under
Nasdaq listing rules.
The Exchange does not believe that
the proposed rule change imposes a
burden on intra-market competition
because the provisions will be applied
in the same manner to all listing
applicants.
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
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period
up to 90 days (i) as the Commission may
designate if it finds such longer period
to be appropriate and publishes its
reasons for so finding or (ii) as to which
the self-regulatory organization
consents, the Commission will:
(A) by order approve or disapprove
the proposed rule change, or
(B) institute proceedings to determine
whether the proposed rule change
should be 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–2024–47 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–2024–47. 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
E:\FR\FM\10SEN1.SGM
10SEN1
Federal Register / Vol. 89, No. 175 / Tuesday, September 10, 2024 / Notices
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–2024–47 and should be
submitted on or before October 1, 2024.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.7
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024–20321 Filed 9–9–24; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–139, OMB Control No.
3235–0128]
khammond on DSKJM1Z7X2PROD with NOTICES
Proposed Collection; Comment
Request; Reinstatement With Change:
Rule 12f–1
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the existing collection of information
provided for in Rule 12f–1 (17 CFR
240.12f–1), under the Securities
Exchange Act of 1934 (‘‘Act’’) (15 U.S.C.
7 17
CFR 200.30–3(a)(12).
VerDate Sep<11>2014
16:45 Sep 09, 2024
Jkt 262001
78a et seq.). The Commission plans to
submit this existing collection of
information to the Office of
Management and Budget (‘‘OMB’’) for
reinstatement and approval.
Rule 12f–1 (‘‘Rule’’), originally
adopted in 1979 pursuant to Sections
12(f) and 23(a) of the Act, and as further
modified in 1995 and 2005, sets forth
the requirements for filing an exchange
application to reinstate unlisted trading
privileges (‘‘UTP’’) in a security in
which UTP has been suspended by the
Commission pursuant to Section
12(f)(2)(A) of the Act. Under Rule 12f–
1, an exchange must submit one copy of
an application for reinstatement of UTP
to the Commission that contains
specified information, as set forth in the
Rule. The application for reinstatement,
pursuant to the Rule, must provide the
name of the issuer, the title of the
security, the name of each national
securities exchange, if any, on which
the security is listed or admitted to
unlisted trading privileges, whether
transaction information concerning the
security is reported pursuant to an
effective transaction reporting plan
contemplated by Rule 601 of Regulation
NMS, the date of the Commission’s
suspension of unlisted trading
privileges in the security on the
exchange, and any other pertinent
information related to whether the
reinstatement of UTP in the subject
security is consistent with the
maintenance of fair and orderly markets
and the protection of investors. Rule
12f–1 further requires a national
securities exchange seeking to reinstate
its ability to extend unlisted trading
privileges in a security to indicate that
it has provided a copy of such
application to the issuer of the security,
as well as to any other national
securities exchange on which the
security is listed or admitted to unlisted
trading privileges.
The information required by Rule
12f–1 enables the Commission to make
the necessary findings under the Act
prior to granting applications to
reinstate unlisted trading privileges.
This information is also made available
to members of the public who may wish
to comment upon the applications.
Without the Rule, the Commission
would be unable to fulfill these
statutory responsibilities.
This information collection
requirement was previously approved
by OMB, but the approval expired on
May 31, 2024. Accordingly, the
Commission will request a
reinstatement of OMB’s approval.
There are currently 25 national
securities exchanges subject to Rule
12f–1. The burden of complying with
PO 00000
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73465
Rule 12f–1 arises when a potential
respondent seeks to reinstate its ability
to extend unlisted trading privileges to
any security for which unlisted trading
privileges have been suspended by the
Commission, pursuant to Section
12(f)(2)(A) of the Act. The staff estimates
that each application would require
approximately one hour to complete.
Thus, each potential respondent would
incur on average one burden hour in
complying with the Rule.
The Commission staff estimates that
there could be as many as 25 responses
annually for an aggregate annual hour
burden for all respondents of
approximately 25 hours (25 responses ×
1 hour per response). Each respondent’s
related internal cost of compliance for
Rule 12f–1 would be approximately
$242.00 (the cost of one hour of
professional work of a paralegal needed
to complete the application). The total
annual cost of compliance for all
potential respondents, therefore, is
approximately $6,050 (25 responses ×
$242.00 per response).
Compliance with Rule 12f–1 is
mandatory. Rule 12f–1 does not have a
record retention requirement per se.
However, responses made pursuant to
Rule 12f–1 are subject to the
recordkeeping requirements of Rules
17a–3 and 17a–4 of the Act. Information
received in response to Rule 12f–1 shall
not be kept confidential; the information
collected is public information.
Written comments are invited on: (a)
whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimates of the burden of the proposed
collection of information; (c) ways to
enhance the quality, utility, and clarity
of the information collected; and (d)
ways to minimize the burden of the
collection of information on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Consideration will be given to
comments and suggestions submitted by
November 12, 2024.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
Please direct your written comments
to: Austin Gerig, Director/Chief Data
Officer, Securities and Exchange
Commission, c/o Oluwaseun Ajayi, 100
F Street NE, Washington, DC 20549 or
send an email to: PRA_Maailbox@
sec.gov.
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]]>Agencies
[Federal Register Volume 89, Number 175 (Tuesday, September 10, 2024)]
[Notices]
[Pages 73463-73465]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-20321]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-100918; File No. SR-NYSE-2024-47]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change To Amend Section 102.01 of the
NYSE Listed Company Manual To Provide That the Distribution Standard
Therein Will Be Calculated on a Worldwide Basis
September 4, 2024.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given
that on August 22, 2024, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I, II,
and III 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\ 15 U.S.C. 78a.
\3\ 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 Section 102.01 of the NYSE Listed
Company Manual to provide that the distribution standard therein will
be calculated on a worldwide basis. 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
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
Section 102.01A of the Manual sets forth the Exchange's minimum
initial listing requirements with respect to distribution for companies
seeking to list under the Exchange's ``domestic'' initial listing
standards. A note included in Section 102.01B (under the heading
``Calculations under the Distribution Criteria'') provides that, when
considering a listing application from a company organized under the
laws of Canada, Mexico or the United States (``North America''), the
Exchange will include all North American holders and North American
trading volume in applying the minimum stockholder and trading volume
requirements of Section 102.01A.
Notwithstanding the foregoing, the note included in Section 102.01B
also provides that, in connection with the listing of any issuer from
outside North America, the Exchange will have the discretion, but will
not be required, to consider holders and trading volume in the
company's home country market or primary trading market outside the
United States in determining whether a company is qualified for listing
under Section 102.01, provided such market is a regulated stock
exchange. The note specifies that, in exercising this discretion, the
Exchange would consider all relevant factors including: (i) whether the
information was derived from a reliable source, preferably either a
regulated securities market or a transfer agent that was subject to
governmental regulation; (ii) whether there existed efficient
mechanisms for the transfer of securities between the company's non-
U.S. trading market and the United States; and (iii) the number of
shareholders and the extent of trading in the company's securities in
the United States prior to the listing.
The Exchange proposes to amend the note in Section 102.01B under
the heading ``Calculations under the Distribution Criteria'' to provide
that, when considering a listing application from a company regardless
of whether the company is domestic or foreign, the Exchange will
include all holders on a global basis and worldwide trading volume in
applying the minimum stockholder and trading volume requirements of
Section 102.01A. As the discretion provided with respect to the
inclusion of non-U.S. holders and trading volume in the current rule
would no longer be relevant if there was no geographic limitation on
the
[[Page 73464]]
inclusion of holders or trading volume in meeting the standards, the
Exchange proposes to delete from the note the discussion of how that
discretion is currently applied.
It has been the Exchange's experience in recent years that non-U.S.
companies conducting their initial public offerings in the United
States will often seek to sell a significant portion of the offering in
the company's home market rather than in the United States. Such
companies and their underwriters have sometimes had difficulty placing
shares with a sufficient number of investors in North America to meet
the Exchange's domestic distribution standards and, in some instances,
companies have been unable to list on the Exchange because of the
restrictions imposed by the current NYSE rule. In some cases, this
means that these companies are lost to the U.S. capital markets, but in
other cases these companies are able to list on the Nasdaq Stock Market
(``Nasdaq''), as Nasdaq's distribution requirements do not include a
limitation comparable to that included in the NYSE's rule. The Exchange
believes that the proposed rule change will enable it to compete more
effectively for the listing of non-U.S. companies, as the rule change
would remove a significant competitive disadvantage faced by the
Exchange in competing with Nasdaq for the listing of these companies.
In addition to the competitive benefits described above, the
Exchange believes that the current rule reflects an understanding of
the functioning of the trading market for non-U.S. companies that is
inconsistent with the current reality. The current restrictions have
been in place for many years and do not reflect the speed and
reliability of links among global securities markets. Given the ease of
transfer of securities between different countries in the contemporary
securities markets, there is no reason why the holders of a listed
company's securities outside of North America cannot be active real
time participants in the trading market in the United States and that
foreign holders should be viewed as less valuable as a source of
liquidity in that market.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\4\ in general, and furthers the
objectives of Section 6(b)(5) of the Act,\5\ in particular, because it
is designed to prevent fraudulent and manipulative acts and practices,
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 because it is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
---------------------------------------------------------------------------
\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Exchange believes that the proposed rule change furthers the
objectives of Section 6(b)(5) in that it will promote competition for
the listing of non-U.S. companies by ensuring that the listing rules of
the major listing exchanges will function the same in their
consideration of shareholders and trading volume outside of North
America for purposes of initial listing requirements. In addition to
these competitive benefits, the Exchange believes that the current rule
reflects an understanding of how the trading market for non-U.S.
companies functions that is inconsistent with the current reality. The
current restrictions have been in place for many years and do not
reflect the speed and reliability of links among global securities
markets. Given the ease of transfer of securities between different
countries in the contemporary securities markets, there is no reason
why the holders of a listed company's securities outside of North
America cannot be active real time participants in the trading market
in the United States and that foreign holders should be viewed as less
valuable as a source of liquidity in that market. As such, the Exchange
believes that the proposal is consistent with the protection of
investors as it reflects appropriately the role played by shareholders
and trading activity in a company's home market in the development of a
liquid trading market in the United States in the securities of non-
U.S. listed companies.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes that the proposal will not impose any burden
on competition that is not necessary or appropriate in furtherance of
the purposes of Section 6(b)(8) of the Act.\6\
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\6\ 15 U.S.C. 78f(b)(8).
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The Exchange believes that the proposal will not impose a burden on
intermarket competition that is not necessary or appropriate in
furtherance of the purposes of the Act because the proposed rule change
is designed to increase the competition for listing of non-U.S.
companies by enabling the Exchange to compete more effectively with
Nasdaq for the listing of those companies, by conforming the Exchange's
treatment of shareholders and trading volume outside North America with
their treatment under Nasdaq listing rules.
The Exchange does not believe that the proposed rule change imposes
a burden on intra-market competition because the provisions will be
applied in the same manner to all listing applicants.
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
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
(A) by order approve or disapprove the proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be 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-NYSE-2024-47 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-2024-47. 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
[[Page 73465]]
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-2024-47 and should be submitted on
or before October 1, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\7\
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\7\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-20321 Filed 9-9-24; 8:45 am]
BILLING CODE 8011-01-P
