Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt New Section 101.01 and Amend Section 103.00 of the NYSE Listed Company Manual To Explain the Application of the Domestic and International Standards for Initial Listing of Common Equity Securities for Foreign Private Issuers, 78926-78928 [2024-22023]

Download as PDF 78926 Federal Register / Vol. 89, No. 187 / Thursday, September 26, 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–PEARL–2024–44 and should be submitted on or before October 17, 2024. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.38 Vanessa A. Countryman, Secretary. [FR Doc. 2024–22025 Filed 9–25–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION khammond on DSKJM1Z7X2PROD with NOTICES [Release No. 34–101117; File No. SR–NYSE– 2024–50] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Adopt New Section 101.01 and Amend Section 103.00 of the NYSE Listed Company Manual To Explain the Application of the Domestic and International Standards for Initial Listing of Common Equity Securities for Foreign Private Issuers September 20, 2024. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). (‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that on September 10, 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. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to adopt proposed new Section 101.01 of the NYSE Listed Company Manual to explain the application to foreign private issuers of the domestic and international standards for initial listing of common equity securities. 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 The minimum quantitative standards for the initial listing of common equity securities of domestic companies are set forth in Section 102.01 (‘‘Minimum Numerical Standards—Domestic Companies—Equity Listings’’) of the NYSE Listed Company Manual (the ‘‘Manual’’). Section 103.01 (‘‘Minimum Numerical Standards Non-U.S. Companies Equity Listings’’) of the Manual sets forth minimum quantitative standards for the initial listing of common equity securities of foreign 38 17 2 15 1 15 3 17 VerDate Sep<11>2014 17:11 Sep 25, 2024 Jkt 262001 PO 00000 U.S.C. 78a. CFR 240.19b–4. Frm 00086 Fmt 4703 Sfmt 4703 private issuers.4 Notwithstanding the existence of separate listing standards for foreign private issuers, Section 103.00 of the Manual provides that foreign private issuers may list their common equity securities either under the quantitative standards for foreign private issuers set forth in Section 103.01 or the Exchange’s domestic listing criteria set forth in Section 102.01. As stated in Section 103.00, the foreign private issuer must meet all of the criteria within the standards under which it qualifies for listing, but is not required to meet the requirements of both of those sections in order for its common equity securities to qualify for listing. It has been the Exchange’s experience in recent years that almost all foreign private issuer applicants whose common equity securities qualify for listing on the Exchange do so by meeting the domestic listing requirements of Section 102.01. However, the Exchange has become aware that there is a certain level of confusion in the marketplace about how to understand the listing standards as they apply to foreign private issuer applicants. To provide greater clarity as to how the domestic and international listing standards relate to each other with regard to the listing of common equity securities, the Exchange proposes to adopt proposed new Section 101.01 (‘‘Domestic and Foreign Private Issuer Quantitative Listing Standards’’). As proposed, Section 101.01 would read as follows: 101.01 Domestic and Foreign Private Issuer Quantitative Listing Standards Section 102.01 (‘‘Minimum Numerical Standards—Domestic Companies—Equity Listings’’) sets forth the minimum quantitative standards for the listing of common equity securities of domestic companies. In addition, the Exchange also lists applicants that are foreign private issuers (as defined in Section 103.00 (‘‘Foreign Private Issuers’’)) under Section 102.01 where such applicants are qualified for listing thereunder. However, if a foreign private issuer applicant does not meet all of the requirements for the listing of common equity securities applicable to domestic issuers under Section 102.01, the Exchange will determine whether such foreign private issuer qualifies for listing under the quantitative standards for common equity securities set forth in Section 103.01 (‘‘Minimum Numerical Standards Non-U.S. Companies Equity Listings’’). It is important 4 Section 103.00 (‘‘Foreign Private Issuers’’) provides that, for purposes of the Manual, the terms ‘‘foreign private issuer’’ and ‘‘non-U.S. company’’ have the same meaning and are defined in accordance with the SEC’s definition of foreign private issuer set out in Rule 3b–4(c) of the Securities Exchange Act of 1934. E:\FR\FM\26SEN1.SGM 26SEN1 Federal Register / Vol. 89, No. 187 / Thursday, September 26, 2024 / Notices to note that a foreign private issuer applicant must meet all of the requirements for common equity securities of either Section 102.01 or Section 103.01 in their entirety but is not required to meet the requirements of both of Section 102.01 and Section 103.01 in order to qualify for listing. Foreign private issuers that list under either Section 102.01 or Section 103.01 will be subject to Section 103.00 and all of the subsections thereunder (except that foreign private issuers that list under Section 102.01 are not required to comply with Section 103.01), including Sections 103.02 (‘‘Securities Exchange Act of 1934’’), 103.03 (‘‘Sponsorship by an Exchange Member Firm’’) and 103.04 (‘‘Sponsored American Depository Receipts or Shares (‘ADRs’)’’). All listed foreign private issuers must also comply with the applicable corporate governance requirements set forth in Section 303A hereof. khammond on DSKJM1Z7X2PROD with NOTICES The Exchange proposes to amend Section 103.00 to include a crossreference to proposed Section 101.01 and to re-organize the text slightly without making any substantive changes by moving the sentence defining ‘‘foreign private issuer’’ and ‘‘non-U.S. company’’ into the first paragraph of the rule. The Exchange also proposes to replace current references throughout Section 103.00 to ‘‘Alternative Listing Standards’’ with references to ‘‘alternative listing standards,’’ as the capitalized term is not used as a defined term in that rule. In addition, the Exchange proposes to amend Section 103.00 to clarify that a foreign private issuer must meet all of the criteria for common equity securities of either Section 102.01 or Section 103.01 but is not required to meet the requirements of both of those sections in order for its common equity securities to qualify for listing. Finally, the Exchange proposes to add the following sentences to Section 103.00 to conform to proposed Section 101.01: Foreign private issuers that list under either Section 102.01 or Section 103.01 will be subject to Section 103.00 and all of the subsections thereunder (except that foreign private issuers that list under Section 102.01 are not required to comply with Section 103.01), including Sections 103.02 (‘‘Securities Exchange Act of 1934’’), 103.03 (‘‘Sponsorship by an Exchange Member Firm’’) and 103.04 (‘‘Sponsored American Depository Receipts or Shares (‘ADRs’)’’). All listed foreign private issuers must also comply with the applicable corporate governance requirements set forth in Section 303A hereof. The Exchange notes that the proposed amendments would not make any substantive change to the applicable initial listing standards. Their sole intended effect is to provide additional emphasis of the existing relationship between the domestic and international VerDate Sep<11>2014 17:11 Sep 25, 2024 Jkt 262001 listing standards as already articulated in Section 103.00. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with Section 6(b) of the Act,5 in general, and furthers the objectives of Section 6(b)(5) of the Act,6 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. The Exchange believes that the proposed rule change is consistent with the Act in that it does not make any substantive change to the rules as its sole purpose is to further investor protection by providing additional clarity with respect to the application of the existing quantitative initial listing standards that apply to foreign private issuers without making any substantive changes to the current rules. 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.7 The Exchange believes that the proposal will not impose a burden on either intramarket or intermarket competition that is not necessary or appropriate in furtherance of the purposes of the Act. The proposed rule change is designed simply to provide additional clarity and emphasis to the existing initial quantitative listing standards that apply to foreign private issuers without making any substantive changes to the current rules and, consequently, the Exchange believes that it will impose no burden on either intramarket or intermarket competition. 5 15 U.S.C. 78f(b). U.S.C. 78f(b)(5). 7 15 U.S.C. 78f(b)(8). 6 15 PO 00000 Frm 00087 Fmt 4703 Sfmt 4703 78927 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 Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 8 and Rule 19b–4(f)(6) thereunder.9 Because the 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 prior to 30 days from the date on which it was filed, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b–4(f)(6)(iii) thereunder.10 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) 11 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 8 15 U.S.C. 78s(b)(3)(A)(iii). CFR 240.19b–4(f)(6). 10 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 fulfilled this requirement. 11 15 U.S.C. 78s(b)(2)(B). 9 17 E:\FR\FM\26SEN1.SGM 26SEN1 78928 Federal Register / Vol. 89, No. 187 / Thursday, September 26, 2024 / Notices • Send an email to rule-comments@ sec.gov. Please include file number SR– NYSE–2024–50 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–2024–50. 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–2024–50 and should be submitted on or before October 17, 2024. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.12 Vanessa A. Countryman, Secretary. khammond on DSKJM1Z7X2PROD with NOTICES [FR Doc. 2024–22023 Filed 9–25–24; 8:45 am] BILLING CODE 8011–01–P 12 17 CFR 200.30–3(a)(12). VerDate Sep<11>2014 17:11 Sep 25, 2024 Jkt 262001 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–101115; File No. SR–Phlx– 2024–15] Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Designation of Longer Period for Commission Action on Proceedings To Determine Whether To Approve or Disapprove Proposed Rule Change To Amend the Exchange’s Fees for Top of PHLX Options (TOPO), PHLX Orders, and TOPO Plus Orders September 20, 2024. On March 20, 2024, Nasdaq PHLX LLC (‘‘Phlx’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 a proposed rule change (File Number SR–Phlx–2024–15) to increase fees for certain market data products (‘‘Proposal’’). The proposed rule change was immediately effective upon filing with the Commission pursuant to Section 19(b)(3)(A) of the Act.3 The proposed rule change was published for comment in the Federal Register on March 28, 2024.4 On May 16, 2024, the Commission issued an order temporarily suspending the proposed rule change pursuant to Section 19(b)(3)(C) of the Act 5 and simultaneously instituting proceedings under Section 19(b)(2)(B) of the Act 6 to determine whether to approve or disapprove the proposed rule change (‘‘Order Instituting Proceedings’’).7 Section 19(b)(2) of the Act 8 provides that, after initiating proceedings, the Commission shall issue an order approving or disapproving the proposed rule change not later than 180 days after the date of publication of notice of filing of the proposed rule change. The Commission may extend the period for 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A). A proposed rule change may take effect upon filing with the Commission if it is designated by the exchange as ‘‘establishing or changing a due, fee, or other charge imposed by the self-regulatory organization on any person, whether or not the person is a member of the self-regulatory organization.’’ 15 U.S.C. 78s(b)(3)(A)(ii). 4 See Securities Exchange Act Release No. 99841 (March 22, 2024), 89 FR 21648 (‘‘Notice’’). 5 15 U.S.C. 78s(b)(3)(C). 6 15 U.S.C. 78s(b)(2)(B). 7 See Securities Exchange Act Release No. 100160, 89 FR 45036 (May 22, 2024). The Commission has received one comment letter on the proposed rule change, as well as a response from the Exchange to the Order Instituting Proceedings. Comments received on the Proposal are available at: https://www.sec.gov/comments/srphlx-2024-15/srphlx202415.htm. 8 15 U.S.C. 78s(b)(2). 2 17 PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 issuing an order approving or disapproving the proposed rule change, however, by not more than 60 days if the Commission determines that a longer period is appropriate and publishes the reasons for such determination. The proposed rule change was published for notice and comment in the Federal Register on March 28, 2024.9 September 24, 2024 is 180 days from that date, and November 23, 2024 is 240 days from that date. The Commission finds it appropriate to designate a longer period within which to issue an order approving or disapproving the proposed rule change so that it has sufficient time to consider the proposed rule change and its comments. Accordingly, the Commission, pursuant to Section 19(b)(2) of the Act,10 designates November 23, 2024 as the date by which the Commission shall either approve or disapprove the proposed rule change (File No. SR–Phlx–2024–15). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.11 Vanessa A. Countryman, Secretary. [FR Doc. 2024–22021 Filed 9–25–24; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–101116; File No. SR–ISE– 2024–12] Self-Regulatory Organizations; Nasdaq ISE, LLC; Notice of Designation of Longer Period for Commission Action on Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Adopt Rules To List and Trade FLEX Options September 20, 2024. On March 11, 2024, Nasdaq ISE, LLC (‘‘ISE’’ or the ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’),1 and Rule 19b–4 thereunder,2 a proposed rule change to adopt rules that will govern the listing and trading of flexible exchange options (‘‘FLEX Options’’). The proposed rule change was published for comment in the Federal Register on March 29, 2024.3 On May 9, 2024, pursuant to 9 See Notice, supra note 4. U.S.C. 78s(b)(2). 11 17 CFR 200.30–3(a)(57). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 99825 (March 21, 2024), 89 FR 22294. 10 15 E:\FR\FM\26SEN1.SGM 26SEN1

Agencies

[Federal Register Volume 89, Number 187 (Thursday, September 26, 2024)]
[Notices]
[Pages 78926-78928]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-22023]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101117; File No. SR-NYSE-2024-50]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Adopt New Section 101.01 and Amend Section 103.00 of the NYSE Listed 
Company Manual To Explain the Application of the Domestic and 
International Standards for Initial Listing of Common Equity Securities 
for Foreign Private Issuers

September 20, 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 September 10, 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 adopt proposed new Section 101.01 of the 
NYSE Listed Company Manual to explain the application to foreign 
private issuers of the domestic and international standards for initial 
listing of common equity securities. 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
    The minimum quantitative standards for the initial listing of 
common equity securities of domestic companies are set forth in Section 
102.01 (``Minimum Numerical Standards--Domestic Companies--Equity 
Listings'') of the NYSE Listed Company Manual (the ``Manual''). Section 
103.01 (``Minimum Numerical Standards Non-U.S. Companies Equity 
Listings'') of the Manual sets forth minimum quantitative standards for 
the initial listing of common equity securities of foreign private 
issuers.\4\ Notwithstanding the existence of separate listing standards 
for foreign private issuers, Section 103.00 of the Manual provides that 
foreign private issuers may list their common equity securities either 
under the quantitative standards for foreign private issuers set forth 
in Section 103.01 or the Exchange's domestic listing criteria set forth 
in Section 102.01. As stated in Section 103.00, the foreign private 
issuer must meet all of the criteria within the standards under which 
it qualifies for listing, but is not required to meet the requirements 
of both of those sections in order for its common equity securities to 
qualify for listing.
---------------------------------------------------------------------------

    \4\ Section 103.00 (``Foreign Private Issuers'') provides that, 
for purposes of the Manual, the terms ``foreign private issuer'' and 
``non-U.S. company'' have the same meaning and are defined in 
accordance with the SEC's definition of foreign private issuer set 
out in Rule 3b-4(c) of the Securities Exchange Act of 1934.
---------------------------------------------------------------------------

    It has been the Exchange's experience in recent years that almost 
all foreign private issuer applicants whose common equity securities 
qualify for listing on the Exchange do so by meeting the domestic 
listing requirements of Section 102.01. However, the Exchange has 
become aware that there is a certain level of confusion in the 
marketplace about how to understand the listing standards as they apply 
to foreign private issuer applicants.
    To provide greater clarity as to how the domestic and international 
listing standards relate to each other with regard to the listing of 
common equity securities, the Exchange proposes to adopt proposed new 
Section 101.01 (``Domestic and Foreign Private Issuer Quantitative 
Listing Standards''). As proposed, Section 101.01 would read as 
follows:

101.01 Domestic and Foreign Private Issuer Quantitative Listing 
Standards

    Section 102.01 (``Minimum Numerical Standards--Domestic 
Companies--Equity Listings'') sets forth the minimum quantitative 
standards for the listing of common equity securities of domestic 
companies. In addition, the Exchange also lists applicants that are 
foreign private issuers (as defined in Section 103.00 (``Foreign 
Private Issuers'')) under Section 102.01 where such applicants are 
qualified for listing thereunder. However, if a foreign private 
issuer applicant does not meet all of the requirements for the 
listing of common equity securities applicable to domestic issuers 
under Section 102.01, the Exchange will determine whether such 
foreign private issuer qualifies for listing under the quantitative 
standards for common equity securities set forth in Section 103.01 
(``Minimum Numerical Standards Non-U.S. Companies Equity 
Listings''). It is important

[[Page 78927]]

to note that a foreign private issuer applicant must meet all of the 
requirements for common equity securities of either Section 102.01 
or Section 103.01 in their entirety but is not required to meet the 
requirements of both of Section 102.01 and Section 103.01 in order 
to qualify for listing. Foreign private issuers that list under 
either Section 102.01 or Section 103.01 will be subject to Section 
103.00 and all of the subsections thereunder (except that foreign 
private issuers that list under Section 102.01 are not required to 
comply with Section 103.01), including Sections 103.02 (``Securities 
Exchange Act of 1934''), 103.03 (``Sponsorship by an Exchange Member 
Firm'') and 103.04 (``Sponsored American Depository Receipts or 
Shares (`ADRs')''). All listed foreign private issuers must also 
comply with the applicable corporate governance requirements set 
forth in Section 303A hereof.

    The Exchange proposes to amend Section 103.00 to include a cross-
reference to proposed Section 101.01 and to re-organize the text 
slightly without making any substantive changes by moving the sentence 
defining ``foreign private issuer'' and ``non-U.S. company'' into the 
first paragraph of the rule. The Exchange also proposes to replace 
current references throughout Section 103.00 to ``Alternative Listing 
Standards'' with references to ``alternative listing standards,'' as 
the capitalized term is not used as a defined term in that rule. In 
addition, the Exchange proposes to amend Section 103.00 to clarify that 
a foreign private issuer must meet all of the criteria for common 
equity securities of either Section 102.01 or Section 103.01 but is not 
required to meet the requirements of both of those sections in order 
for its common equity securities to qualify for listing. Finally, the 
Exchange proposes to add the following sentences to Section 103.00 to 
conform to proposed Section 101.01:

    Foreign private issuers that list under either Section 102.01 or 
Section 103.01 will be subject to Section 103.00 and all of the 
subsections thereunder (except that foreign private issuers that 
list under Section 102.01 are not required to comply with Section 
103.01), including Sections 103.02 (``Securities Exchange Act of 
1934''), 103.03 (``Sponsorship by an Exchange Member Firm'') and 
103.04 (``Sponsored American Depository Receipts or Shares 
(`ADRs')''). All listed foreign private issuers must also comply 
with the applicable corporate governance requirements set forth in 
Section 303A hereof.

    The Exchange notes that the proposed amendments would not make any 
substantive change to the applicable initial listing standards. Their 
sole intended effect is to provide additional emphasis of the existing 
relationship between the domestic and international listing standards 
as already articulated in Section 103.00.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\5\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\6\ 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. The Exchange believes that the 
proposed rule change is consistent with the Act in that it does not 
make any substantive change to the rules as its sole purpose is to 
further investor protection by providing additional clarity with 
respect to the application of the existing quantitative initial listing 
standards that apply to foreign private issuers without making any 
substantive changes to the current rules.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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.\7\
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    The Exchange believes that the proposal will not impose a burden on 
either intramarket or intermarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. The proposed 
rule change is designed simply to provide additional clarity and 
emphasis to the existing initial quantitative listing standards that 
apply to foreign private issuers without making any substantive changes 
to the current rules and, consequently, the Exchange believes that it 
will impose no burden on either intramarket or 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 Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \8\ and Rule 19b-4(f)(6) thereunder.\9\ 
Because the 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 prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.\10\
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ 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 fulfilled this requirement.
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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) \11\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \11\ 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

[[Page 78928]]

     Send an email to [email protected]. Please include 
file number SR-NYSE-2024-50 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-2024-50. 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-2024-50 and should be 
submitted on or before October 17, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-22023 Filed 9-25-24; 8:45 am]
BILLING CODE 8011-01-P
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