Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Adopt a Provision That the Exchange Will Not Review a Compliance Plan Submitted by a Listed Company That Is Below Compliance With a Continued Listing Standard if the Company Owes Any Unpaid Fees to the Exchange and Will Instead Immediately Commence Suspension and Delisting Procedures if Such Fees Are Not Paid in Full, 83527-83529 [2024-23803]
Download as PDF
Federal Register / Vol. 89, No. 200 / Wednesday, October 16, 2024 / Notices
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to file
number SR–NASDAQ–2024–057. 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–NASDAQ–2024–057 and should be
submitted on or before November 6,
2024.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.8
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024–23801 Filed 10–15–24; 8:45 am]
lotter on DSK11XQN23PROD with NOTICES1
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–101295; File No. SR–NYSE–
2024–44]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing of Proposed Rule Change To
Adopt a Provision That the Exchange
Will Not Review a Compliance Plan
Submitted by a Listed Company That
Is Below Compliance With a Continued
Listing Standard if the Company Owes
Any Unpaid Fees to the Exchange and
Will Instead Immediately Commence
Suspension and Delisting Procedures
if Such Fees Are Not Paid in Full
October 9, 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 27, 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 a
provision that the Exchange will not
review a compliance plan submitted by
a listed company that is below
compliance with a continued listing
standard if the company owes any
unpaid fees to the Exchange and will
instead immediately commence
suspension and delisting procedures if
such fees are not paid in full by the plan
submission deadline or at the time of
any required periodic review of such
plan. The text of the proposed rule
change is set forth in Exhibit 5 attached
hereto. 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
1 15
U.S.C. 78s(b)(1).
U.S.C. 78a.
3 17 CFR 240.19b–4.
2 15
8 17
CFR 200.30–3(a)(12).
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83527
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 802.02 (‘‘Evaluation and
Follow-Up Procedures for Domestic
Companies’’) of the NYSE Listed
Company Manual (‘‘Manual’’) provides
that when the Exchange identifies a
domestic listed company as being below
certain continued listing criteria set
forth in Section 802.01 of the Manual
(and not able to otherwise qualify under
an original listing standard), the
Exchange will notify the company of
such noncompliance by letter and
provide the company with an
opportunity to provide the Exchange
with a plan (the ‘‘Plan’’) advising the
Exchange of definitive action the
company has taken, or is taking, that
would bring it into conformity with
continued listing standards within 18
months of receipt of the letter.
Similarly, Section 802.03 (‘‘Continued
Listing—Evaluation and Follow-up
Procedures for Non-U.S. Companies’’)
sets forth provisions under which nonU.S. listed companies can submit a Plan
to cure noncompliance with continued
listing standards.
If a company submits a Plan pursuant
to Sections 802.02 or 802.03, it must
identify specific quarterly or semiannual milestones against which the
Exchange will evaluate the company’s
progress. The company has 45 days (in
the case of a domestic company subject
to Section 802.02) (the ‘‘Domestic Plan
Deadline’’) or 90 days (in the case of a
non-U.S. company subject to Section
802.03) (the ‘‘Non-U.S. Plan Deadline’’
and, together with the Domestic Plan
Deadline, the ‘‘Plan Deadline’’) from the
receipt of a letter from the Exchange
identifying an event of noncompliance
to submit its Plan to the Exchange for
review; otherwise, suspension and
delisting procedures will commence in
accordance with Section 804.00 of the
Manual. The Plan must demonstrate
how the company will return to
compliance with the applicable
continued listing standard by the end of
the Plan period. All companies
submitting a Plan must include
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16OCN1
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Federal Register / Vol. 89, No. 200 / Wednesday, October 16, 2024 / Notices
quarterly financial projections, details
related to any strategic initiatives the
company plans to complete, and market
performance support. Exchange staff
will evaluate the Plan, including any
additional documentation that supports
the Plan, and make a determination as
to whether the company has made a
reasonable demonstration in the Plan of
an ability to come into conformity with
the relevant standard(s) within 18
months. The Exchange will make such
determination within 45 days of receipt
of the proposed Plan, and will promptly
notify the company of its determination
in writing.
If the Exchange accepts the Plan, the
Exchange will review the company for
compliance with the Plan on either a
quarterly basis (in the case of a domestic
company) or a semi-annual basis (in the
case of a non-U.S. company). If the
company fails to meet the material
aspects of the Plan or any of the
quarterly or semi-annual milestones, the
Exchange will review the circumstances
and variance, and determine whether
such variance warrants commencement
of suspension and delisting procedures.
Should the Exchange determine to
proceed with suspension and delisting
procedures in accordance with Section
804.00, it may do so regardless of the
company’s continued listing status at
that time. The Exchange will deem the
Plan period over prior to the end of the
18 months if a company is able to
demonstrate returning to compliance
with the applicable continued listing
standards, or achieves the ability to
qualify under an original listing
standard, for a period of two
consecutive quarters. In any event, a
company that does not meet continued
listing standards at the end of the 18month period, will be subject to the
prompt initiation of suspension and
delisting procedures in accordance with
Section 804.00.
The Exchange staff has to undertake a
significant amount of work in reviewing
and analyzing each Plan submitted by a
noncompliant company. In addition, the
review of quarterly or semi-annual
updates with respect to each Plan
requires significant additional work by
Exchange staff. Given the significant
work required to review and analyze
Plans, as well as to undertake the
required quarterly or semi-annual
review with respect to a Plan, the
Exchange believes it is especially
important to ensure that companies that
wish to have a Plan accepted or
continued by the Exchange have paid all
outstanding annual and listing fees (as
set forth in the Manual in Section
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16:43 Oct 15, 2024
Jkt 265001
902.00 et seq.4) prior to the acceptance
of a Plan or any required periodic
review of such Plan. As such, the
Exchange proposes to amend Sections
802.02 and 802.03 of the Manual to
provide that a listed company seeking
acceptance of a Plan must pay all
outstanding annual and listing fees to
the Exchange by the Plan Deadline and
that failure to do so will result in the
immediate commencement of
suspension and delisting proceedings in
accordance with Section 804.00.
Similarly, the Exchange proposes to
amend Sections 802.02 and 802.03 to
provide that a Plan will be truncated
and immediate suspension and delisting
procedures will commence if the listed
company has not paid all outstanding
annual and listing fees to the Exchange
at the time of any quarterly or semiannual review of such Plan.
Section 802.01D of the Manual
provides that the Exchange may in its
sole discretion subject a listed company
to the procedures outlined in Sections
802.02 and 802.03 (or commence
immediate suspension and delisting
procedures) if the company has
‘‘violated’’ any of its agreements with
the Exchange or in the event of a
‘‘breach by the company of the terms of
its listing agreement.’’ The Exchange
notes that the NYSE listing agreement
includes an agreement by the listing
applicant to ‘‘pay when due all fees
associated with its listing of securities
on the Exchange, in accordance with the
Exchange’s rules.’’
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, 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 the proposed
rule change furthers the protection of
investors in that it will help the
4 The listing fees and annual fees for all categories
of listed securities are set forth in Section 902.00
et seq.
5 15 U.S.C. 78f(b).
6 15 U.S.C. 78f(b)(5).
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Fmt 4703
Sfmt 4703
Exchange to ensure that it has sufficient
resources to fund its regulatory
activities relating to the review and
approval and the ongoing monitoring of
Plans submitted by companies that are
below continued listing standards.
The Exchange does not believe that
the proposed requirement is unfairly
discriminatory as it would only require
listed companies to pay fees that were
already due and payable and ensure
payment of those fees in connection
with a process that is resource-intensive
and costly for the Exchange. In addition,
the Exchange notes that Section 802.03
provides non-U.S. companies with 90
days from the receipt of notice of noncompliance to submit a Plan to the
Exchange, while Section 802.02
provides domestic companies with only
a 45-day period to do so. In addition,
Section 802.03 subjects non-U.S.
companies to a semi-annual review
during any ongoing Plan process, while
Section 802.02 subjects domestic
companies to a quarterly review
process. In light of this existing
distinction in the rules, the Exchange
believes it is not discriminatory to give
non-compliant non-U.S. companies a
period to pay overdue fees in
connection with any initial Plan
acceptance or continuing Plan review
that is consistent with the provisions
applicable to non-U.S. companies set
forth in Section 802.03 rather than the
provisions applicable to domestic
companies set forth in Section 802.02.
The Exchange believes that the
proposal is consistent with Section
6(b)(7) of the Act,7 in that it provides a
fair procedure for the prohibition or
limitation by the Exchange of the
continued listing of listed companies.
Specifically, the Exchange believes it is
fair to require listed companies to pay
all outstanding listing and annual fees
before the Exchange approves a Plan or
required periodic review of a Plan, as
listed companies are already required by
Exchange rules (as set forth in Section
902.00 et seq.) and their listing
agreements to pay these fees when due
and the Exchange has the authority
under Section 802.01D to delist
companies for violations of their
agreements with the Exchange,
including their listing agreements. In
addition, the Exchange notes that the
Plan acceptance and periodic review
process requires significant incremental
work on the part of Exchange staff.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
7 15
E:\FR\FM\16OCN1.SGM
U.S.C. 78f(b)(7).
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Federal Register / Vol. 89, No. 200 / Wednesday, October 16, 2024 / Notices
any burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
Exchange notes that the proposed
amendments would simply require
listed companies to pay fees to the
Exchange that were already due and
payable under applicable Exchange
rules and the issuer’s listing agreement.
Specifically, the Exchange believes it is
fair to require listed companies to pay
all outstanding listing and annual fees
before the Exchange approves a Plan or
required periodic review of a Plan, as
listed companies are already required by
Exchange rules (as set forth in Section
902.00 et seq.) and their listing
agreements to pay these fees when due
and the Exchange has the authority
under Section 802.01D to delist
companies for violations of their
agreements with the Exchange,
including their listing agreements. In
addition, the Exchange notes that the
Plan acceptance and periodic review
process requires significant incremental
work on the part of Exchange staff.
As the proposal would not result in
any change in the cost of a listing on the
Exchange, the Exchange does not
believe that it imposes any additional
burden on 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
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.
lotter on DSK11XQN23PROD with NOTICES1
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:
VerDate Sep<11>2014
16:43 Oct 15, 2024
Jkt 265001
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–2024–44 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–2024–44. 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–2024–44 and should be
submitted on or before November 6,
2024.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.8
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024–23803 Filed 10–15–24; 8:45 am]
BILLING CODE 8011–01–P
8 17
PO 00000
CFR 200.30–3(a)(12).
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83529
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–101289; File No. SR–MIAX–
2024–39]
Self-Regulatory Organizations; Miami
International Securities Exchange,
LLC; Notice of Filing and Immediate
Effectiveness of a Proposed Rule
Change To Amend Its Fee Schedule
and Extend the SPIKES Options Market
Maker Incentive Program
October 9, 2024.
Pursuant to the provisions of Section
19(b)(1) of the Securities Exchange Act
of 1934 (‘‘Act’’) 1 and Rule 19b–4
thereunder,2 notice is hereby given that
on September 27, 2024, Miami
International Securities Exchange, LLC
(‘‘MIAX’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) a proposed rule change
as described in Items I and II below,
which Items have been prepared by the
Exchange. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange is filing a proposal to
amend the MIAX Fee Schedule (‘‘Fee
Schedule’’) to (i) amend and extend the
SPIKES options Market Maker Incentive
Program (the ‘‘Incentive Program’’) until
January 31, 2025; and (ii) remove
waivers for certain non-transaction fees
applicable to Market Makers 3 that trade
solely in Proprietary Products.4
The text of the proposed rule change
is available on the Exchange’s website at
https://www.miaxglobal.com/markets/
us-options/all-options-exchanges/rulefilings, at MIAX’s principal office, and
at the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 The term ‘‘Market Makers’’ refers to ‘‘Lead
Market Makers’’, ‘‘Primary Lead Market Makers’’
and ‘‘Registered Market Makers’’ collectively. See
Exchange Rule 100.
4 The term ‘‘Proprietary Product’’ means a class
of options that is listed exclusively on the
Exchange. See Exchange Rule 100.
2 17
E:\FR\FM\16OCN1.SGM
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Agencies
[Federal Register Volume 89, Number 200 (Wednesday, October 16, 2024)]
[Notices]
[Pages 83527-83529]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-23803]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-101295; File No. SR-NYSE-2024-44]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change To Adopt a Provision That the
Exchange Will Not Review a Compliance Plan Submitted by a Listed
Company That Is Below Compliance With a Continued Listing Standard if
the Company Owes Any Unpaid Fees to the Exchange and Will Instead
Immediately Commence Suspension and Delisting Procedures if Such Fees
Are Not Paid in Full
October 9, 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 27, 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 a provision that the Exchange will
not review a compliance plan submitted by a listed company that is
below compliance with a continued listing standard if the company owes
any unpaid fees to the Exchange and will instead immediately commence
suspension and delisting procedures if such fees are not paid in full
by the plan submission deadline or at the time of any required periodic
review of such plan. The text of the proposed rule change is set forth
in Exhibit 5 attached hereto. 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 802.02 (``Evaluation and Follow-Up Procedures for Domestic
Companies'') of the NYSE Listed Company Manual (``Manual'') provides
that when the Exchange identifies a domestic listed company as being
below certain continued listing criteria set forth in Section 802.01 of
the Manual (and not able to otherwise qualify under an original listing
standard), the Exchange will notify the company of such noncompliance
by letter and provide the company with an opportunity to provide the
Exchange with a plan (the ``Plan'') advising the Exchange of definitive
action the company has taken, or is taking, that would bring it into
conformity with continued listing standards within 18 months of receipt
of the letter. Similarly, Section 802.03 (``Continued Listing--
Evaluation and Follow-up Procedures for Non-U.S. Companies'') sets
forth provisions under which non-U.S. listed companies can submit a
Plan to cure noncompliance with continued listing standards.
If a company submits a Plan pursuant to Sections 802.02 or 802.03,
it must identify specific quarterly or semi-annual milestones against
which the Exchange will evaluate the company's progress. The company
has 45 days (in the case of a domestic company subject to Section
802.02) (the ``Domestic Plan Deadline'') or 90 days (in the case of a
non-U.S. company subject to Section 802.03) (the ``Non-U.S. Plan
Deadline'' and, together with the Domestic Plan Deadline, the ``Plan
Deadline'') from the receipt of a letter from the Exchange identifying
an event of noncompliance to submit its Plan to the Exchange for
review; otherwise, suspension and delisting procedures will commence in
accordance with Section 804.00 of the Manual. The Plan must demonstrate
how the company will return to compliance with the applicable continued
listing standard by the end of the Plan period. All companies
submitting a Plan must include
[[Page 83528]]
quarterly financial projections, details related to any strategic
initiatives the company plans to complete, and market performance
support. Exchange staff will evaluate the Plan, including any
additional documentation that supports the Plan, and make a
determination as to whether the company has made a reasonable
demonstration in the Plan of an ability to come into conformity with
the relevant standard(s) within 18 months. The Exchange will make such
determination within 45 days of receipt of the proposed Plan, and will
promptly notify the company of its determination in writing.
If the Exchange accepts the Plan, the Exchange will review the
company for compliance with the Plan on either a quarterly basis (in
the case of a domestic company) or a semi-annual basis (in the case of
a non-U.S. company). If the company fails to meet the material aspects
of the Plan or any of the quarterly or semi-annual milestones, the
Exchange will review the circumstances and variance, and determine
whether such variance warrants commencement of suspension and delisting
procedures. Should the Exchange determine to proceed with suspension
and delisting procedures in accordance with Section 804.00, it may do
so regardless of the company's continued listing status at that time.
The Exchange will deem the Plan period over prior to the end of the 18
months if a company is able to demonstrate returning to compliance with
the applicable continued listing standards, or achieves the ability to
qualify under an original listing standard, for a period of two
consecutive quarters. In any event, a company that does not meet
continued listing standards at the end of the 18-month period, will be
subject to the prompt initiation of suspension and delisting procedures
in accordance with Section 804.00.
The Exchange staff has to undertake a significant amount of work in
reviewing and analyzing each Plan submitted by a noncompliant company.
In addition, the review of quarterly or semi-annual updates with
respect to each Plan requires significant additional work by Exchange
staff. Given the significant work required to review and analyze Plans,
as well as to undertake the required quarterly or semi-annual review
with respect to a Plan, the Exchange believes it is especially
important to ensure that companies that wish to have a Plan accepted or
continued by the Exchange have paid all outstanding annual and listing
fees (as set forth in the Manual in Section 902.00 et seq.\4\) prior to
the acceptance of a Plan or any required periodic review of such Plan.
As such, the Exchange proposes to amend Sections 802.02 and 802.03 of
the Manual to provide that a listed company seeking acceptance of a
Plan must pay all outstanding annual and listing fees to the Exchange
by the Plan Deadline and that failure to do so will result in the
immediate commencement of suspension and delisting proceedings in
accordance with Section 804.00. Similarly, the Exchange proposes to
amend Sections 802.02 and 802.03 to provide that a Plan will be
truncated and immediate suspension and delisting procedures will
commence if the listed company has not paid all outstanding annual and
listing fees to the Exchange at the time of any quarterly or semi-
annual review of such Plan.
---------------------------------------------------------------------------
\4\ The listing fees and annual fees for all categories of
listed securities are set forth in Section 902.00 et seq.
---------------------------------------------------------------------------
Section 802.01D of the Manual provides that the Exchange may in its
sole discretion subject a listed company to the procedures outlined in
Sections 802.02 and 802.03 (or commence immediate suspension and
delisting procedures) if the company has ``violated'' any of its
agreements with the Exchange or in the event of a ``breach by the
company of the terms of its listing agreement.'' The Exchange notes
that the NYSE listing agreement includes an agreement by the listing
applicant to ``pay when due all fees associated with its listing of
securities on the Exchange, in accordance with the Exchange's rules.''
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, 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.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(b)(5).
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The Exchange believes the proposed rule change furthers the
protection of investors in that it will help the Exchange to ensure
that it has sufficient resources to fund its regulatory activities
relating to the review and approval and the ongoing monitoring of Plans
submitted by companies that are below continued listing standards.
The Exchange does not believe that the proposed requirement is
unfairly discriminatory as it would only require listed companies to
pay fees that were already due and payable and ensure payment of those
fees in connection with a process that is resource-intensive and costly
for the Exchange. In addition, the Exchange notes that Section 802.03
provides non-U.S. companies with 90 days from the receipt of notice of
non-compliance to submit a Plan to the Exchange, while Section 802.02
provides domestic companies with only a 45-day period to do so. In
addition, Section 802.03 subjects non-U.S. companies to a semi-annual
review during any ongoing Plan process, while Section 802.02 subjects
domestic companies to a quarterly review process. In light of this
existing distinction in the rules, the Exchange believes it is not
discriminatory to give non-compliant non-U.S. companies a period to pay
overdue fees in connection with any initial Plan acceptance or
continuing Plan review that is consistent with the provisions
applicable to non-U.S. companies set forth in Section 802.03 rather
than the provisions applicable to domestic companies set forth in
Section 802.02.
The Exchange believes that the proposal is consistent with Section
6(b)(7) of the Act,\7\ in that it provides a fair procedure for the
prohibition or limitation by the Exchange of the continued listing of
listed companies. Specifically, the Exchange believes it is fair to
require listed companies to pay all outstanding listing and annual fees
before the Exchange approves a Plan or required periodic review of a
Plan, as listed companies are already required by Exchange rules (as
set forth in Section 902.00 et seq.) and their listing agreements to
pay these fees when due and the Exchange has the authority under
Section 802.01D to delist companies for violations of their agreements
with the Exchange, including their listing agreements. In addition, the
Exchange notes that the Plan acceptance and periodic review process
requires significant incremental work on the part of Exchange staff.
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\7\ 15 U.S.C. 78f(b)(7).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose
[[Page 83529]]
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange notes that the
proposed amendments would simply require listed companies to pay fees
to the Exchange that were already due and payable under applicable
Exchange rules and the issuer's listing agreement. Specifically, the
Exchange believes it is fair to require listed companies to pay all
outstanding listing and annual fees before the Exchange approves a Plan
or required periodic review of a Plan, as listed companies are already
required by Exchange rules (as set forth in Section 902.00 et seq.) and
their listing agreements to pay these fees when due and the Exchange
has the authority under Section 802.01D to delist companies for
violations of their agreements with the Exchange, including their
listing agreements. In addition, the Exchange notes that the Plan
acceptance and periodic review process requires significant incremental
work on the part of Exchange staff.
As the proposal would not result in any change in the cost of a
listing on the Exchange, the Exchange does not believe that it imposes
any additional burden on 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
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-2024-44 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-2024-44. 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-2024-44 and should be
submitted on or before November 6, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\8\
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\8\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-23803 Filed 10-15-24; 8:45 am]
BILLING CODE 8011-01-P