83 FR 11267 - Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving Proposed Rule Change To Amend the Complimentary Products and Services Available to Certain Eligible New Listings Pursuant to Section 907.00 of the Exchange's Listed Company Manual
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 50 (March 14, 2018)
Federal Register Volume 83, Issue 50 (March 14, 2018)
| Page Range | 11267-11269 | |
| FR Document | 2018-05076 |
[Federal Register Volume 83, Number 50 (Wednesday, March 14, 2018)] [Notices] [Pages 11267-11269] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-05076] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-82831; File No. SR-NYSE-2018-01] Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving Proposed Rule Change To Amend the Complimentary Products and Services Available to Certain Eligible New Listings Pursuant to Section 907.00 of the Exchange's Listed Company Manual March 8, 2018. I. Introduction On January 3, 2018, New York Stock Exchange LLC (``NYSE'' 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 amend Section 907.00 of the Exchange's Listed Company Manual (``Manual'') to provide that companies initially listed on or after April 1, 2018 will not be eligible to receive corporate governance tools under the Exchange's current services offering. The proposed rule change was published for comment in the Federal Register on January 22, 2018.\3\ No comment letters were received in response to the Notice. This order approves the proposed rule change. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. \3\ See Securities Exchange Act Release No. 82506 (January 16, 2018), 83 FR 3035 (``Notice''). --------------------------------------------------------------------------- II. Description of the Proposed Rule Change The Exchange has proposed to amend Section 907.00 of the Manual to provide that companies initially listed on or after April 1, 2018 will not be eligible to receive the corporate governance tools described under the Exchange's current services offering. As set forth in Section 907.00 of the Manual, the Exchange currently provides Eligible New Listings \4\ with complimentary corporate governance tools (with a commercial value of [[Page 11268]] approximately $50,000 annually) \5\ for a period of 24 calendar months.\6\ According to the Exchange, companies that qualify as Eligible New Listings have generally not been interested in utilizing the corporate governance tools available as part of the Exchange's services offering.\7\ The Exchange has therefore proposed to discontinue the corporate governance tools portion of its services offering for companies that list on or after April 1, 2018.\8\ The Exchange proposal states, however, that any Eligible New Listing that lists prior to April 1, 2018 will continue to be able to access the corporate governance tools for a period of 24 months to the extent their eligibility permits under current Section 907.00 of the Manual.\9\ --------------------------------------------------------------------------- \4\ For the purposes of Section 907.00, the term ``Eligible New Listing'' means: (i) Any U.S. company that lists common stock on the Exchange for the first time and any non-U.S. company that lists an equity security on the Exchange under Section 102.01 or 103.00 of the Manual for the first time, regardless of whether such U.S. or non-U.S. company conducts an offering and (ii) any U.S. or non-U.S. company emerging from a bankruptcy, spinoff (where a company lists new shares in the absence of a public offering), and carve-out (where a company carves out a business line or division, which then conducts a separate initial public offering). \5\ See Notice, supra note 3, at 3036 n.5. \6\ See Section 907.00 of the Manual. In addition, as set forth in Section 907.00 of the Manual, the Exchange provides certain categories of currently and newly listed issuers with some or all of the following additional complimentary services for a period of 24 months: Market surveillance products and services (with a commercial value of approximately $55,000 annually), Web-hosting products and services (with a commercial value of approximately $16,000 annually), web-casting services (with a commercial value of approximately $6,500 annually), market analytics products and services (with a commercial value of approximately $30,000 annually), and news distribution products and services (with a commercial value of approximately $20,000 annually). Id. \7\ See Notice, supra note 3, at 3036. \8\ See id. \9\ See id. --------------------------------------------------------------------------- III. Discussion and Commission Findings The Commission has carefully reviewed the proposed rule change and finds that it is consistent with the requirements of Section 6 of the Act.\10\ Specifically, the Commission finds that the proposal is consistent with Sections 6(b)(4) \11\ and 6(b)(5) of the Act \12\ in particular, in that the proposed rule is designed to provide for the equitable allocation of reasonable dues, fees, and other charges among Exchange members, issuers, and other persons using the Exchange's facilities, and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. Moreover, the Commission believes that the proposed rule change is consistent with Section 6(b)(8) of the Act \13\ in that it does not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. --------------------------------------------------------------------------- \10\ 15 U.S.C. 78f. In approving this proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). \11\ 15 U.S.C. 78f(b)(4). \12\ 15 U.S.C. 78f(b)(5). \13\ 15 U.S.C. 78f(b)(8). --------------------------------------------------------------------------- The Commission believes that it is consistent with the Act for the Exchange to modify its existing complimentary services offering to no longer offer corporate governance tools to Eligible New Listings that list on or after April 1, 2018. The Exchange states that Eligible New Listings have generally not been interested in utilizing the corporate governance tools offered by the Exchange.\14\ The Commission believes it is reasonable and consistent with the Act for the Exchange to discontinue such services if it believes they are not being utilized. The Commission notes that the effect of the proposal is to reduce the commercial value of offerings to Eligible New Listings by $50,000 annually, which is the value of the corporate governance tools as currently set forth in Section 907.00 of the Manual.\15\ The value of the remaining offerings to Eligible New Listings will continue to remain transparent under Section 907.00 of the Manual. The Commission believes that by accurately describing in the Manual the current products and services available to listed companies and the current values of those products and services, the Exchange is maintaining transparency with respect to its rules and the fees applicable to such companies. This helps to ensure that individual listed companies are not given specially negotiated packages of products and services to list or remain listed that would raise unfair discrimination issues under the Act.\16\ --------------------------------------------------------------------------- \14\ See Notice, supra note 3, at 3036. \15\ See Section 907.00 of the Manual. See also Notice, supra note 3, at 3036 n.5. \16\ See Securities Exchange Act Release No. 65127 (August 12, 2011), 76 FR 51449 (August 18, 2011) (SR-NYSE-2011-20) (order approving the initial complimentary products and services provided by the Exchange to Eligible New Listings). --------------------------------------------------------------------------- Under the proposal, Eligible New Listings that list prior to April 1, 2018 will remain eligible to receive all the complimentary products and services currently provided by the Exchange, including the corporate governance tools. The Commission notes that Section 6(b)(5) of the Act does not require that all issuers be treated the same; rather, the Act requires that the rules of an exchange not unfairly discriminate between issuers. The Exchange states that it believes it is not unfairly discriminatory to continue to offer corporate governance tools to companies listed prior to April 1, 2018, as that benefit was part of the services offering that was available at the time of such companies' initial listing and may have had some influence over their listing decisions.\17\ --------------------------------------------------------------------------- \17\ See Notice, supra note 3, at 3036. --------------------------------------------------------------------------- The Commission believes that the Exchange has provided a sufficient basis for its different treatment of Eligible New Listings that list prior to April 1, 2018 and that this portion of the Exchange's proposal meets the requirements of the Act. In making this determination, the Commission notes that the provision of services under Section 907.00 of the Manual is for a limited duration and that the Exchange has provided a reasonable basis for deciding to treat Eligible New Listings that list prior to April 1, 2018 differently from other listed companies going forward. The Commission notes that at the time such companies listed, they had an expectation, if they intended to utilize the corporate governance tools, to be able to do so for the entire 24 month period as set forth in the current rule. To allow such companies listed prior to April 1, 2018 to finish utilizing corporate governance tools for any remainder of their 24 month period appears to be reasonable, equitable, and not unfairly discriminatory. In addition, the Commission notes that the April 1, 2018 date, to curtail the offering of corporate governance tools for Eligible New Listings that list on or after that date, was transparent and published for comment in advance of approval by the Commission in the order discussed herein. As noted above, the Commission received no comments on the proposal. The Commission has also previously approved proposals providing different services to newly-listed issuers, including those transferring their listing from another exchange, and has found this consistent with Sections 6(b)(4) and 6(b)(5) of the Act.\18\ Finally, the Commission notes that it recently approved a similar proposal by the Exchange's affiliate, NYSE American LLC, to discontinue the corporate governance services it provides to certain eligible new listings.\19\ --------------------------------------------------------------------------- \18\ See Securities Exchange Act Release Nos. 76127 (October 9, 2015), 80 FR 62584 (October 16, 2015) (order approving SR-NYSE-2015- 36); 72669 (July 24, 2014), 79 FR 44234 (July 30, 2014) (order approving SR-NASDAQ-2014-058); 65963 (December 15, 2011), 76 FR 79262 (December 21, 2011) (order approving SR-NASDAQ-2011-122). \19\ See Securities Exchange Act Release No. 81783 (September 29, 2017), 82 FR 46575 (October 5, 2017) (order approving SR- NYSEAMER-2017-05). --------------------------------------------------------------------------- Accordingly, the Commission finds that the proposed rule change is consistent with the requirements of the Act and, in particular, that the products and services provided under Section 907.00 of the Manual are equitably allocated among issuers consistent with Section 6(b)(4) of the Act, the proposed [[Page 11269]] rule change does not unfairly discriminate among issuers consistent with Section 6(b)(5) of the Act, and the proposed rule change is appropriate and consistent with Section 6(b)(8) of the Act in that it does not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act.\20\ --------------------------------------------------------------------------- \20\ 15 U.S.C. 78f(b)(4), (5), and (8). --------------------------------------------------------------------------- IV. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,\21\ that the proposed rule change (SR-NYSE-2018-01), be, and hereby is, approved. --------------------------------------------------------------------------- \21\ 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.\22\ --------------------------------------------------------------------------- \22\ 17 CFR 200.30-3(a)(12). --------------------------------------------------------------------------- Eduardo A. Aleman, Assistant Secretary. [FR Doc. 2018-05076 Filed 3-13-18; 8:45 am] BILLING CODE 8011-01-P
![Federal Register / Vol. 83, No. 50 / Wednesday, March 14, 2018 / Notices 11267
to deploy its regulatory tools with (g) For large private equity advisers SECURITIES AND EXCHANGE
respect to nonbank financial companies. making their first Form PF filing, an COMMISSION
The Commission and the Commodity estimated amortized average annual
[Release No. 34–82831; File No. SR–NYSE–
Futures Trading Commission may also burden of 67 hours for each of the first 2018–01]
use information collected on Form PF in three years; and
their regulatory programs, including Self-Regulatory Organizations; New
(h) For large private equity advisers that
examinations, investigations and York Stock Exchange LLC; Order
already make Form PF filings, an
investor protection efforts relating to Approving Proposed Rule Change To
private fund advisers. estimated amortized average annual
burden of 50 hours for each of the Amend the Complimentary Products
Form PF divides respondents into two and Services Available to Certain
broad groups, Large Private Fund next three years.
Eligible New Listings Pursuant to
Advisers and smaller private fund With respect to annual internal costs, Section 907.00 of the Exchange’s
advisers. ‘‘Large Private Fund Advisers’’ the Commission estimates the collection Listed Company Manual
are advisers with at least $1.5 billion in of information will result in 92 burden
assets under management attributable to March 8, 2018.
hours per year on average for each
hedge funds (‘‘large hedge fund respondent. With respect to external I. Introduction
advisers’’), advisers that manage cost burdens, the Commission estimates
‘‘liquidity funds’’ and have at least $1 On January 3, 2018, New York Stock
a range from $0 to $50,000 per adviser. Exchange LLC (‘‘NYSE’’ or the
billion in combined assets under
management attributable to liquidity Estimates of average burden hours ‘‘Exchange’’) filed with the Securities
funds and registered money market and costs are made solely for the and Exchange Commission
funds (‘‘large liquidity fund advisers’’), purposes of the Paperwork Reduction (‘‘Commission’’) pursuant to Section
and advisers with at least $2 billion in Act and are not derived from a 19(b)(1) of the Securities Exchange Act
assets under management attributable to comprehensive or even representative of 1934 (‘‘Act’’) 1 and Rule 19b–4
private equity funds (‘‘large private survey or study of the costs of thereunder,2 a proposed rule change to
equity advisers’’). All other respondents Commission rules and forms. amend Section 907.00 of the Exchange’s
are considered smaller private fund Compliance with the collection of Listed Company Manual (‘‘Manual’’) to
advisers. information requirements of Form PF is provide that companies initially listed
The Commission estimates that most on or after April 1, 2018 will not be
mandatory for advisers that satisfy the
filers of Form PF have already made eligible to receive corporate governance
criteria described in Instruction 1 to the
their first filing, and so the burden tools under the Exchange’s current
Form. Responses to the collection of
hours applicable to those filers will services offering. The proposed rule
information will be kept confidential to change was published for comment in
reflect only ongoing burdens, and not the extent permitted by law. The
start-up burdens. Accordingly, the the Federal Register on January 22,
Commission does not intend to make 2018.3 No comment letters were
Commission estimates the total annual public information reported on Form PF
reporting and recordkeeping burden of received in response to the Notice. This
that is identifiable to any particular order approves the proposed rule
the collection of information for each adviser or private fund, although the
respondent is as follows: change.
Commission may use Form PF
(a) For smaller private fund advisers information in an enforcement action. II. Description of the Proposed Rule
making their first Form PF filing, an An agency may not conduct or sponsor, Change
estimated amortized average annual and a person is not required to respond The Exchange has proposed to amend
burden of 23 hours for each of the first to, a collection of information unless it Section 907.00 of the Manual to provide
three years; that companies initially listed on or
displays a currently valid OMB control
(b) For smaller private fund advisers after April 1, 2018 will not be eligible
number.
that already make Form PF filings, an to receive the corporate governance
estimated amortized average annual The public may view background tools described under the Exchange’s
burden of 15 hours for each of the documentation for this collection at the current services offering.
next three years; following website, www.reginfo.gov. As set forth in Section 907.00 of the
(c) For large hedge fund advisers making Please direct your written comments to Manual, the Exchange currently
their first Form PF filing, an estimated Pamela Dyson, Director/Chief provides Eligible New Listings 4 with
amortized average annual burden of Information Officer, Securities and complimentary corporate governance
610 hours for each of the first three Exchange Commission, c/o Remi Pavlik- tools (with a commercial value of
years; Simon, 100 F Street NE, Washington,
(d) For large hedge fund advisers that DC 20549; or send an email to: PRA_ 1 15 U.S.C. 78s(b)(1).
already make Form PF filings, an Mailbox@sec.gov. Comments must be 2 17 CFR 240.19b–4.
estimated amortized average annual submitted to OMB within 30 days of
3 See Securities Exchange Act Release No. 82506
burden of 560 hours for each of the (January 16, 2018), 83 FR 3035 (‘‘Notice’’).
this notice. 4 For the purposes of Section 907.00, the term
next three years; ‘‘Eligible New Listing’’ means: (i) Any U.S.
(e) For large liquidity fund advisers Dated: March 8, 2018.
company that lists common stock on the Exchange
making their first Form PF filing, an Eduardo A. Aleman, for the first time and any non-U.S. company that
estimated amortized average annual Assistant Secretary. lists an equity security on the Exchange under
daltland on DSKBBV9HB2PROD with NOTICES
Section 102.01 or 103.00 of the Manual for the first
burden of 588 hours for each of the [FR Doc. 2018–05171 Filed 3–13–18; 8:45 am] time, regardless of whether such U.S. or non-U.S.
first three years; BILLING CODE 8011–01–P company conducts an offering and (ii) any U.S. or
(f) For large liquidity fund advisers that non-U.S. company emerging from a bankruptcy,
already make Form PF filings, an spinoff (where a company lists new shares in the
absence of a public offering), and carve-out (where
estimated amortized average annual a company carves out a business line or division,
burden of 280 hours for each of the which then conducts a separate initial public
next three years; offering).
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![Federal Register / Vol. 83, No. 50 / Wednesday, March 14, 2018 / Notices 11269
rule change does not unfairly reasons for so finding or as to which the I. Self-Regulatory Organization’s
discriminate among issuers consistent self-regulatory organization consents, Statement of the Terms of Substance of
with Section 6(b)(5) of the Act, and the the Commission shall either approve the the Proposed Rule Change
proposed rule change is appropriate and proposed rule change, disapprove the The Exchange is filing a proposal to
consistent with Section 6(b)(8) of the proposed rule change, or institute amend Exchange Rule 402, Criteria for
Act in that it does not impose any proceedings to determine whether the Underlying Securities, to modify the
burden on competition not necessary or proposed rule change should be criteria for listing an option on an
appropriate in furtherance of the disapproved. The 45th day after underlying covered security.
purposes of the Act.20 publication of the notice for this filing The text of the proposed rule change
is March 12, 2018. is available on the Exchange’s website at
IV. Conclusion
The Commission is extending the 45- http://www.miaxoptions.com/rule-
It is therefore ordered, pursuant to day time period for Commission action filings/pearl at MIAX PEARL’s principal
Section 19(b)(2) of the Act,21 that the on the proposed rule change. The office, and at the Commission’s Public
proposed rule change (SR–NYSE–2018– Commission finds that it is appropriate Reference Room.
01), be, and hereby is, approved. to designate a longer period within
For the Commission, by the Division of which to take action on the proposed II. Self-Regulatory Organization’s
Trading and Markets, pursuant to delegated rule change so that it has sufficient time Statement of the Purpose of, and
authority.22 to consider the Exchange’s proposal. Statutory Basis for, the Proposed Rule
Eduardo A. Aleman, Accordingly, pursuant to Section Change
Assistant Secretary. 19(b)(2) of the Act,5 the Commission In its filing with the Commission, the
[FR Doc. 2018–05076 Filed 3–13–18; 8:45 am] designates April 26, 2018, as the date by Exchange included statements
BILLING CODE 8011–01–P
which the Commission shall either concerning the purpose of and basis for
approve or disapprove or institute the proposed rule change and discussed
proceedings to determine whether to any comments it received on the
SECURITIES AND EXCHANGE disapprove the proposed rule change proposed rule change. The text of these
COMMISSION (File No. SR–CboeBZX–2018–005). statements may be examined at the
[Release No. 34–82832; File No. SR– For the Commission, by the Division of places specified in Item IV below. The
CboeBZX–2018–005] Trading and Markets, pursuant to delegated Exchange has prepared summaries, set
authority.6 forth in sections A, B, and C below, of
Self-Regulatory Organizations; Cboe Eduardo A. Aleman, the most significant aspects of such
BZX Exchange, Inc.; Notice of Assistant Secretary. statements.
Designation of a Longer Period for [FR Doc. 2018–05077 Filed 3–13–18; 8:45 am]
A. Self-Regulatory Organization’s
Commission Action on a Proposed BILLING CODE 8011–01–P Statement of the Purpose of, and the
Rule Change To List and Trade Shares Statutory Basis for, the Proposed Rule
of the Cboe Vest S&P 500® Premium Change
Income ETF Under Rule 14.11(c)(5) SECURITIES AND EXCHANGE
COMMISSION 1. Purpose
March 8, 2018.
On January 10, 2018, Cboe BZX [Release No. 34–82827; File No. SR– The Exchange proposes to amend
Exchange, Inc. (the ‘‘Exchange’’ or PEARL–2018–04] Exchange Rule 402, Criteria for
‘‘BZX’’) filed with the Securities and Underlying Securities, to modify the
Exchange Commission (‘‘Commission’’), Self-Regulatory Organizations; MIAX criteria for listing options on an
pursuant to Section 19(b)(1) of the PEARL, LLC; Notice of Filing and underlying security as defined in
Securities Exchange Act of 1934 Immediate Effectiveness of a Proposed Section 18(b)(1)(A) of the Securities Act
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a Rule Change To Amend Exchange of 1933 (hereinafter ‘‘covered security’’
proposed rule change to list and trade Rule 402, Criteria for Underlying or ‘‘covered securities’’). This is a
shares of the Cboe Vest S&P 500® Securities competitive filing that is based on a
Premium Income ETF under BZX Rule proposal recently submitted by Nasdaq
March 8, 2018. PHLX LLC (‘‘Nasdaq Phlx’’) and
14.11(c)(5). The proposed rule change Pursuant to the provisions of Section
was published for comment in the approved by the Commission.3
19(b)(1) of the Securities Exchange Act In particular, the Exchange proposes
Federal Register on January 26, 2018.3 of 1934 (‘‘Act’’) 1 and Rule 19b–4
The Commission received no comments to modify Rule 402(b)(5)(i) to permit the
thereunder,2 notice is hereby given that listing of an option on an underlying
on the proposed rule change. on February 22, 2018, MIAX PEARL,
Section 19(b)(2) of the Act 4 provides covered security that has a market price
LLC (‘‘MIAX PEARL’’ or ‘‘Exchange’’) of at least $3.00 per share for the
that, within 45 days of the publication filed with the Securities and Exchange
of notice of the filing of a proposed rule previous three (3) consecutive business
Commission (‘‘Commission’’) a days preceding the date on which the
change, or within such longer period up proposed rule change’’) a proposed rule
to 90 days as the Commission may Exchange submits a certificate to the
change as described in Items I and II Options Clearing Corporation (‘‘OCC’’)
designate if it finds such longer period below, which Items have been prepared
to be appropriate and publishes its for listing and trading. The Exchange
by the Exchange. The Commission is does not intend to amend any other
publishing this notice to solicit
daltland on DSKBBV9HB2PROD with NOTICES
20 15 U.S.C. 78f(b)(4), (5), and (8). criteria for listing options on an
21 15
comments on the proposed rule change underlying security in Rule 402.
U.S.C. 78s(b)(2).
22 17 CFR 200.30–3(a)(12). from interested persons. Currently the underlying covered
1 15 U.S.C. 78s(b)(1). security must have a closing market
2 17 CFR 240.19b–4. 5 15 U.S.C. 78s(b)(2).
3 See Securities Exchange Act Release No. 82538 6 17 CFR 200.30–3(a)(31). 3 See Securities Exchange Act Release No. 82474
(January 19, 2018), 83 FR 3807. 1 15 U.S.C. 78s(b)(1).
(January 9, 2018), 83 FR 2240 (January 16, 2018)
4 15 U.S.C. 78s(b)(2). 2 17 CFR 240.19b–4. (Order Approving SR–Phlx–2017–75).
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Document Created: 2018-03-14 01:06:52
Document Modified: 2018-03-14 01:06:52
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
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| Section | Notices | |
| FR Citation | 83 FR 11267 |
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