83 FR 52854 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Amend the Listed Company Manual for Acquisition Companies To Reduce the Continued Listing Standards for Public Holders From 300 to 100 and To Enable the Exchange To Exercise Discretion To Allow Acquisition Companies a Reasonable Time Period Following a Business Combination To Demonstrate Compliance With the Applicable Quantitative Listing Standards

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 83, Issue 202 (October 18, 2018)

Page Range		52854-52857
FR Document		2018-22682
Federal Register, Volume 83 Issue 202 (Thursday, October 18, 2018)
[Federal Register Volume 83, Number 202 (Thursday, October 18, 2018)]
[Notices]
[Pages 52854-52857]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-22682]



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SECURITIES AND EXCHANGE COMMISSION



[Release No. 34-84420; File No. SR-NYSE-2018-46]




Self-Regulatory Organizations; New York Stock Exchange LLC; 

Notice of Filing of Proposed Rule Change To Amend the Listed Company 

Manual for Acquisition Companies To Reduce the Continued Listing 

Standards for Public Holders From 300 to 100 and To Enable the Exchange 

To Exercise Discretion To Allow Acquisition Companies a Reasonable Time 

Period Following a Business Combination To Demonstrate Compliance With 

the Applicable Quantitative Listing Standards



October 12, 2018.

    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 October 1, 2018, New York Stock Exchange LLC (``NYSE'' or 

``Exchange'') filed with the Securities and Exchange Commission 

``Commission'') the proposed rule change as described in Items I, II, 

and III below, which Items have been prepared by the self-regulatory 

organization. The Commission is publishing this notice to solicit 

comments on the proposed rule change from interested persons.

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    \1\ 15 U.S.C. 78s(b)(1).

    \2\ 15 U.S.C. 78a.

    \3\ 17 CFR 240.19b-4.

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I. Self-Regulatory Organization's Statement of the Terms of Substance 

of the Proposed Rule Change



    The Exchange proposes to proposes to amend the Listed Company 

Manual (the



[[Page 52855]]



``Manual'') to revise its continued listing standards for Acquisition 

Companies..[sic] The proposed rule change is available on the 

Exchange's website at www.nyse.com, at the principal office of the 

Exchange, and at the Commission's Public Reference Room.



II. Self-Regulatory Organization's Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule Change



    In its filing with the Commission, the self-regulatory organization 

included statements concerning the purpose of, and basis for, the 

proposed rule change and discussed any comments it received on the 

proposed rule change. The text of those statements may be examined at 

the places specified in Item IV below. The Exchange has prepared 

summaries, set forth in sections A, B, and C below, of the most 

significant parts of such statements.



A. Self-Regulatory Organization's Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule Change



1. Purpose

    Section 102.06 of the Manual sets forth initial listing 

requirements applicable to a company whose business plan is to complete 

an initial public offering and engage in a merger or acquisition with 

one or more unidentified companies within a specific period of time (an 

``Acquisition Company'' or ``AC'').\4\ Section 102.06 requires, in 

part, that an Acquisition Company: (i) Deposit into and retain in an 

escrow account at least 90% of the gross proceeds of its initial public 

offering through the date of its Business Combination; (ii) complete 

the Business Combination within 36 months of the effectiveness of the 

IPO registration statement; and (iii) provide the public shareholders 

who object to the Business Combination with the right to convert their 

common stock into a pro rata share of the funds held in escrow.\5\ 

Following the Business Combination, the combined company must meet the 

Exchange's requirements for initial listing.

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    \4\ Section 102.06 provides that an Acquisition Company must 

complete one or more business combinations having an aggregate fair 

market value of at least 80% of the value of the deposit account 

(the ``Business Combination'') within 36 months of the effectiveness 

of its IPO registration statement.

    \5\ Section 102.06 also requires that each proposed business 

combination be approved by a majority of the company's independent 

directors.

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    Section 802.01B of the Manual sets forth the continued listing 

standards for ACs. The Exchange proposes to change its initial and 

continued listing standards for Acquisition Companies as follows:

     Reduce the 300 total [sic] holders continued listing 

requirement to 100 total [sic] holders.

     Amend the rule text in Section 802.01B to enable the 

Exchange to exercise discretion to allow companies a reasonable period 

of time following the Business Combination to demonstrate compliance 

with all applicable quantitative listing standards.

Proposal To Reduce Continued Listing Requirement With Respect to Number 

of Holders

    Acquisition Companies often have difficulty demonstrating 

compliance with the 300 total [sic] shareholder requirement for 

continued listing. The shareholder requirement is designed to help 

ensure that a security has a sufficient number of investors to provide 

a liquid trading market.\6\ Based on conversations with marketplace 

participants, including the sponsors of Acquisition Companies and 

lawyers and bankers that advise these companies, the Exchange believes 

that the difficulties Acquisition Companies have in demonstrating 

compliance with the shareholder requirement are due to intrinsic 

features of Acquisition Companies, which limit the number of retail 

investors interested in the vehicle and encourage owners to hold their 

shares until a transaction is announced, which can be as long as three 

years after the initial public offering. These same intrinsic features 

of Acquisition Companies also limit the benefit to investors of a 

shareholder requirement.

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    \6\ See, e.g., Rocky Mountain Power Company, Securities Exchange 

Act Release No, 40648 (November 9, 1998) (text at footnote 11).

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    In addition, because the price of an Acquisition Company is based 

primarily on the value of the funds it holds in trust, and the 

Acquisition Company's shareholders have the right to redeem their 

shares for a pro rata share of that trust in conjunction with the 

Business Combination, the impact of the number of shareholders on an 

Acquisition Company security's price is less relevant than is the case 

for operating company common stocks. For this reason, Acquisition 

Companies, historically, trade close to the value in the trust, even 

when they have had few shareholders. These trading patterns suggest 

that Acquisition Companies' low number of shareholders has not resulted 

in distorted prices.

    The Exchange believes that an Exchange Traded Fund (``ETF'') is 

somewhat similar to an Acquisition Company in this regard in that an 

arbitrage mechanism keeps the ETF's price close to the value of its 

underlying securities, even when trading in the ETF's shares is 

relatively illiquid. The initial listing requirements for ETFs do not 

include a shareholder requirement and only 50 shareholders are required 

for continued listing after the ETF has been listed for one year.

    Accordingly, given the short life of an Acquisition Company, the 

trading characteristics of Acquisition Companies, and the requirement 

to meet the initial listing standards at the time of the Business 

Combination, the Exchange proposes to reduce from 300 holders to 100 

holders the minimum total number of [sic] holders required on a 

continued listing basis for Acquisition Companies.\7\

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    \7\ The Exchange notes that any Acquisition Company listed on 

the NYSE will be allocated to a Designated Market Maker. As a 

result, the Exchange does not expect that the proposed change will 

result in illiquidity or other problems trading the securities of 

Acquisition Companies.

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Period for Company To Demonstrate That It Satisfies Initial Listing 

Requirements

    Section 802.01B of the Manual currently states that:

    After consummation of its Business Combination, a company that had 

originally listed as an AC will be subject to Section 801 and Section 

802.01 in its entirety and will be required immediately upon 

consummation of the Business Combination to meet the following 

requirements:

    (i) A price per share of at least $4.00;

    (ii) a global market capitalization of at least $150,000,000;

    (iii) an aggregate market value of publicly-held shares of at least 

$40,000,000 *; and

    (iv) the requirements with respect to shareholders and publicly-

held shares set forth in Section 102.01A for companies listing in 

connection with an initial public offering.\8\

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    \8\ The applicable requirement is 400 holders of round lots 

(i.e., 100 shares).

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    * Shares held by directors, officers, or their immediate families 

and other concentrated holding of 10 percent or more are excluded in 

calculating the number of publicly-held shares.

    Section 802.01B also provides that an Acquisition Company failing 

to meet these requirements will be promptly subject to suspension and 

delisting proceedings.

    The Exchange notes that it can be difficult for a company, once 

listed, to obtain evidence demonstrating the number of its shareholders 

because



[[Page 52856]]



many accounts are held in street name and shareholders may object to 

being identified to the company. As a result, companies must seek 

information from broker-dealers and from third-parties that distribute 

information such as proxy materials for the broker-dealers. This 

process is especially burdensome for Acquisition Companies at the time 

of their Business Combinations, because Acquisition Company 

shareholders typically have the right to request redemption of their 

securities until immediately before consummation and it is therefore 

impracticable for companies to identify the number of round-lot holders 

immediately to demonstrate their qualification for initial listing.

    The Exchange proposes to amend Section 802.01B to provide that 

``[f]ollowing consummation of its Business Combination, a company that 

had originally listed as an [Acquisition Company] will be subject to'' 

the quantitative listing standards set forth above. This change is 

consistent with rule text in Nasdaq's IM-5101-2 and is intended in 

particular to address the delays described above associated with 

obtaining information about the number of shareholders holding shares 

in ``street name'' accounts. By amending Section 802.01B, an 

Acquisition Company would not need to meet the shareholder distribution 

requirements immediately upon consummation of it Business Combination, 

but may do so at some point following closing of that transaction. The 

purpose of the proposed amendment is to allow the Exchange to exercise 

discretion to allow companies a reasonable period of time following the 

Business Combination to demonstrate compliance with the applicable 

quantitative listing standards, including the shareholders requirement. 

If the company is unable to demonstrate that it meets the applicable 

quantitative requirements after such reasonable time period, the 

Exchange would commence delisting proceedings and immediately suspend 

trading in the company's securities.

    These proposed changes will be effective upon approval of this rule 

by the Commission.

2. Statutory Basis

    The Exchange believes that the proposed rule change is consistent 

with Section 6(b) of the Exchange Act,\9\ in general, and furthers the 

objectives of Section 6(b)(5) of the Exchange Act,\10\ 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. While the change would allow 

Acquisition Companies to maintain their continued listing status with 

fewer shareholders, this proposed change is consistent with the 

investor protection provisions of the Act because other protections 

help assure that market prices will not be distorted by any potential 

resulting lack of liquidity, which is the underlying purpose of the 

shareholder requirement. In particular, the ability of a shareholder to 

redeem shares for a pro rata share of the trust helps assure that the 

Acquisition Company will trade close to the value of the assets held in 

trust.

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    \9\ 15 U.S.C. 78f(b).

    \10\ 15 U.S.C. 78f(b)(5).

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    Thus, this change will remove impediments to and perfect the 

mechanism of a free and open market by removing listing requirements 

that prohibit certain companies from remaining listed without any 

concomitant investor protection benefits.

    The proposal to allow Acquisition Companies to demonstrate that 

they meet the applicable quantitative requirements following a Business 

Combination is intended in particular to address the difficulty 

companies have in identifying the number of holders they have 

immediately upon consummation of their Business Combination. 

Acquisition Company shareholders typically have the right to request 

redemption of their securities until immediately before consummation 

and it is therefore impracticable for companies to identify the number 

of round-lot holders immediately to demonstrate their qualification for 

initial listing. This proposed change is consistent with the protection 

of investors and the public interest, as it does not alter the 

substantive quantitative requirements a company must meet to remain 

listed.



B. Self-Regulatory Organization's Statement on Burden on Competition



    The Exchange does not believe that the proposed rule change will 

impose any burden on competition that is not necessary or appropriate 

in furtherance of the purposes of the Act. The purpose of the proposed 

rule is to adopt continued listing standards for Acquisition Companies 

that better reflect the characteristics and trading market for 

Acquisition Companies. While the rule may permit more Acquisition 

Companies to list, or remain listed, on the Exchange, other exchanges 

could adopt similar rules to compete for such listings. As such, the 

Exchange does not believe it imposes any 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 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 (http://www.sec.gov/rules/sro.shtml); or

     Send an email to rule-comments@sec.gov. Please include 

File Number SR-NYSE-2018-46 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-2018-46. 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 (http://www.sec.gov/rules/sro.shtml). 

Copies of the



[[Page 52857]]



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 10:00 a.m. and 

3:00 p.m. Copies of the filing also will be available for inspection 

and copying at the principal office of the Exchange. All comments 

received will be posted without change. Persons submitting comments are 

cautioned that we do not redact or edit personal identifying 

information from comment submissions. You should submit only 

information that you wish to make available publicly. All submissions 

should refer to File Number SR-NYSE-2018-46 and should be submitted on 

or before November 8, 2018.



    For the Commission, by the Division of Trading and Markets, 

pursuant to delegated authority.\11\

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    \11\ 17 CFR 200.30-3(a)(12).

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Eduardo A. Aleman,

Assistant Secretary.

[FR Doc. 2018-22682 Filed 10-17-18; 8:45 am]

 BILLING CODE 8011-01-P
52854 Federal Register / Vol. 83, No. 202 / Thursday, October 18, 2018 / Notices

employee; the issuance, renewal, (13) To another federal agency or Street NW, Ninth Floor, Washington, DC
suspension, or revocation of a security federal entity, when OSHRC determines 20036–3457. For an explanation on how
clearance; the execution of a security or that information from this system of such requests should be drafted, refer to
suitability investigation; the letting of a records is reasonably necessary to assist 29 CFR 2400.5 (notification), and 29
contract; or the issuance of a license, the recipient agency or entity in (a) CFR 2400.6 (procedures for requesting
grant or other benefit by the requesting responding to a suspected or confirmed records).
agency. breach or (b) preventing, minimizing, or
EXEMPTIONS PROMULGATED FOR THE SYSTEM:
(5) To an authorized appeal grievance remedying the risk of harm to
examiner, formal complaints manager, individuals, the recipient agency or None.
equal employment opportunity entity (including its information HISTORY:
investigator, arbitrator, or other duly systems, programs, and operations), the April 14, 2006, 71 FR 19556; August
authorized official engaged in Federal Government, or national 4, 2008, 73 FR 45256; October 5, 2015,
investigation or settlement of a security, resulting from a suspected or 80 FR 60182; and September 28, 2017,
grievance, complaint, or appeal filed by confirmed breach. 82 FR 45324.
an employee, only to the extent that the
POLICIES AND PRACTICES FOR STORAGE OF Dated: October 11, 2018.
information is relevant and necessary to
RECORDS: Nadine N. Mancini,
the case or matter.
(6) To OPM in accordance with the Records are stored on paper in locked General Counsel, Senior Agency Official for
agency’s responsibilities for evaluation file cabinets. Privacy.
and oversight of federal personnel [FR Doc. 2018–22677 Filed 10–17–18; 8:45 am]
POLICIES AND PRACTICES FOR RETRIEVAL OF
management. RECORDS:
BILLING CODE 7600–01–P

(7) To officers and employees of a Records are retrieved by an
federal agency for the purpose of individual’s name.
conducting an audit, but only to the SECURITIES AND EXCHANGE
extent that the record is relevant and POLICIES AND PRACTICES FOR RETENTION AND COMMISSION
necessary to this purpose. DISPOSAL OF RECORDS:
[Release No. 34–84420; File No. SR–NYSE–
(8) To OMB in connection with the Office access card records are retained 2018–46]
review of private relief legislation at any and disposed of in accordance with
stage of the legislative coordination and NARA’s General Records Schedule 5.6, Self-Regulatory Organizations; New
clearance process, as set forth in Item 21. However, paper copies of York Stock Exchange LLC; Notice of
Circular No. A–19. personnel security records from OPM Filing of Proposed Rule Change To
(9) To a Member of Congress or to a are shredded once an employee, Amend the Listed Company Manual for
person on his or her staff acting on the contractor, or Commission member no Acquisition Companies To Reduce the
Member’s behalf when a written request longer works at OSHRC. Continued Listing Standards for Public
is made on behalf and at the behest of Holders From 300 to 100 and To
ADMINISTRATIVE, TECHNICAL, AND PHYSICAL Enable the Exchange To Exercise
the individual who is the subject of the
SAFEGUARDS:
record. Discretion To Allow Acquisition
(10) To the National Archives and Records are maintained in a locked Companies a Reasonable Time Period
Records Administration (NARA) for file cabinet. Access to the cabinet is Following a Business Combination To
records management inspections and limited to personnel having a need for Demonstrate Compliance With the
such other purposes conducted under access to perform their official Applicable Quantitative Listing
the authority of 44 U.S.C. 2904 and functions. Standards
2906. RECORD ACCESS PROCEDURES: October 12, 2018.
(11) To appropriate agencies, entities, Individuals who wish to gain access Pursuant to Section 19(b)(1) 1 of the
and persons when: (a) OSHRC suspects to their records should notify: Privacy Securities Exchange Act of 1934
or has confirmed that there has been a Officer, OSHRC, 1120 20th Street NW, (‘‘Act’’) 2 and Rule 19b–4 thereunder,3
breach of the system of records; (b) Ninth Floor, Washington, DC 20036– notice is hereby given that, on October
OSHRC has determined that as a result 3457. For an explanation on how such 1, 2018, New York Stock Exchange LLC
of the suspected or confirmed breach requests should be drafted, refer to 29 (‘‘NYSE’’ or ‘‘Exchange’’) filed with the
there is a risk of harm to individuals, CFR 2400.6 (procedures for requesting Securities and Exchange Commission
OSHRC, the Federal Government, or records). ‘‘Commission’’) the proposed rule
national security; and (c) the disclosure
change as described in Items I, II, and
made to such agencies, entities, and CONTESTING RECORD PROCEDURES:
III below, which Items have been
persons is reasonably necessary to assist Individuals who wish to contest their prepared by the self-regulatory
in connection with OSHRC’s efforts to records should notify: Privacy Officer, organization. The Commission is
respond to the suspected or confirmed OSHRC, 1120 20th Street NW, Ninth publishing this notice to solicit
breach or to prevent, minimize, or Floor, Washington, DC 20036–3457. For comments on the proposed rule change
remedy such harm. an explanation on the specific from interested persons.
(12) To NARA, Office of Government procedures for contesting the contents
Information Services (OGIS), to the of a record, refer to 29 CFR 2400.8 I. Self-Regulatory Organization’s
extent necessary to fulfill its Statement of the Terms of Substance of
khammond on DSK30JT082PROD with NOTICES

(Procedures for requesting amendment),
responsibilities in 5 U.S.C. 552(h), to and 29 CFR 2400.9 (Procedures for the Proposed Rule Change
review administrative agency policies, appealing). The Exchange proposes to proposes to
procedures and compliance with FOIA, amend the Listed Company Manual (the
and to facilitate OGIS’ offering of NOTIFICATION PROCEDURES:
mediation services to resolve disputes Individuals interested in inquiring 1 15 U.S.C. 78s(b)(1).
between persons making FOIA requests about their records should notify: 2 15 U.S.C. 78a.
and administrative agencies. Privacy Officer, OSHRC, 1120 20th 3 17 CFR 240.19b–4.

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Federal Register / Vol. 83, No. 202 / Thursday, October 18, 2018 / Notices 52857

submission, all subsequent Act’’) 1 and Rule 19b–4 thereunder,2 a with each other to prepare for the
amendments, all written statements proposed rule change to amend FINRA arbitration through the discovery
with respect to the proposed rule Rule 12214(c) of the Code of Arbitration process.8 If one party objects to a
change that are filed with the Procedure for Customer Disputes discovery request, the party seeking the
Commission, and all written (‘‘Customer Code’’) and FINRA Rule documents or information, or
communications relating to the 13214(c) through (e) of the Code of appearance may file a motion requesting
proposed rule change between the Arbitration Procedure for Industry that the arbitrator issue a subpoena 9 or
Commission and any person, other than Disputes (‘‘Industry Code’’ and together, an order compelling discovery.10 The
those that may be withheld from the ‘‘Codes’’), to provide that FINRA will opposing party may oppose the filing
public in accordance with the pay each arbitrator a $200 honorarium party’s motion, contesting the request
provisions of 5 U.S.C. 552, will be to decide without a hearing session a for a subpoena 11 or order compelling
available for website viewing and contested subpoena request or a discovery.
printing in the Commission’s Public contested order for production or
Subpoena for Appearance
Reference Room, 100 F Street NE, appearance.
Washington, DC 20549 on official The proposed rule change was Currently, under FINRA Rule
business days between the hours of published for comment in the Federal 12214(d),12 each arbitrator who decides
10:00 a.m. and 3:00 p.m. Copies of the Register on July 30, 2018.3 The public one or more contested subpoenas
filing also will be available for comment period closed on August 20, without a hearing session receives a
inspection and copying at the principal 2018. The Commission received four one-time honorarium of $250 during the
office of the Exchange. All comments comment letters in response to the life of the arbitration case.13 The rule
received will be posted without change. Notice, all supporting the proposed rule caps the total amount that the parties
Persons submitting comments are change.4 On October 5, 2018, FINRA could pay the arbitrators to decide
cautioned that we do not redact or edit responded to the comment letters contested subpoena requests without a
personal identifying information from received in response to the Notice.5 On hearing in any one case at $750.14 The
comment submissions. You should August 23, 2018, FINRA extended the panel allocates the cost of the
submit only information that you wish time period in which the Commission honorarium to the parties in the
to make available publicly. All must approve the proposed rule change, award.15 Arbitrators do not receive an
submissions should refer to File disapprove the proposed rule change, or honorarium for deciding unopposed
Number SR–NYSE–2018–46 and should institute proceedings to determine requests to issue a subpoena.16
be submitted on or before November 8, whether to approve or disapprove the Order for Production or Appearance
2018. proposed rule change to October 26,
2018.6 This order approves the The Codes do not expressly provide
For the Commission, by the Division of proposed rule change. an honorarium for arbitrators who
Trading and Markets, pursuant to delegated decide requests for orders for
authority.11 II. Description of the Proposed Rule production or appearance without a
Eduardo A. Aleman, Change 7 hearing session. FINRA does, however,
Assistant Secretary. Background provide arbitrators a $200 honorarium
[FR Doc. 2018–22682 Filed 10–17–18; 8:45 am] to decide discovery-related motions
Parties to an arbitration typically without a hearing. 17 Accordingly,
BILLING CODE 8011–01–P
exchange documents and information FINRA categorizes requests to issue
1 15
orders for production as discovery-
U.S.C. 78s(b)(1).
SECURITIES AND EXCHANGE 2 17 CFR 240.19b–4.
related motions and pays $200
COMMISSION 3 See Exchange Act Release No. 83699 (Jul. 24, honorarium for each arbitrator deciding
2018), 83 FR 36647 (Jul. 30, 2018) (File No. SR–
FINRA–2018–026) (‘‘Notice’’). 8 See FINRA Rules 12505 and 13505.
[Release No. 34–84418; File No. SR–FINRA– 4 See Letter from Steven B. Caruso, Maddox 9 See FINRA Rules 12512 and 13512.
2018–026] Hargett Caruso, P.C., dated July 25, 2018 (‘‘Caruso 10 See FINRA Rules 12513 and 13513.
Letter’’); letter from Ryan K. Bakhtiari, Aidikoff, Uhl 11 See FINRA Rules 12512(c) and 13512(c).
Self-Regulatory Organizations; and Bakhtiari, dated July 31, 2018 (‘‘Bakhtiari 12 See also FINRA Rule 13214(d).
Financial Industry Regulatory Letter’’); letter from Glenn S. Gitomer, McCausland, 13 See FINRA Rules 12214(d)(1) and 13214(d)(1).
Authority, Inc.; Order Approving a Keen and Buckman, dated August 1, 2018
(‘‘Gitomer Letter’’); and letter from Andrew If a hearing session is required to decide the
Proposed Rule Change To Amend the Stoltmann, President, Public Investors Arbitration motion, each arbitrator who participates in the
Arbitrator Payment Rule To Pay Each Bar Association (‘‘PIABA’’), dated August 15, 2018 hearing session will receive a $300 honorarium
(‘‘PIABA Letter’’). Comment letters are available on instead. See FINRA Rules 12214(a) and 13214(a).
Arbitrator a $200 Honorarium To 14 See FINRA Rules 12214(d)(1) and 13214(d)(1).
the Commission’s website at https://www.sec.gov.
Decide Without a Hearing Session a 5 See Letter from Mignon McLemore, Assistant The chairperson of a three-person panel will decide
Contested Subpoena Request or a Chief Counsel, FINRA, to Mr. Brent J. Fields, the contested subpoena request without a hearing
Contested Order for Production or Secretary, U.S. Securities and Exchange session, for which the chairperson would be paid
Appearance Commission, dated October 5, 2018 (‘‘FINRA $250. The honorarium for contested subpoena
Letter’’). The FINRA Letter is available on FINRA’s requests could increase in $250 increments, if, for
website at http://www.finra.org, at the principal example, the chairperson recuses or withdraws
October 12, 2018.
office of FINRA, at the Commission’s website at from the panel and the replacement chairperson
I. Introduction http://www.finra.org/sites/default/files/rule_filing_ must decide another contested subpoena request
file/SR-FINRA-2018-026-response-to-comments.pdf, without a hearing session. In this instance, the
and at the Commission’s Public Reference Room. replacement chairperson would receive a $250
On July 13, 2018, Financial Industry
khammond on DSK30JT082PROD with NOTICES

6 See Letter from Mignon McLemore, Assistant honorarium for this work. In no event would the
Regulatory Authority, Inc. (‘‘FINRA’’) parties be charged more than $750 per case. See
Chief Counsel, FINRA, to Lourdes Gonzalez,
filed with the Securities and Exchange Assistant Chief Counsel—Sales Practices, Division Notice at 36648, note 14.
Commission (‘‘Commission’’), pursuant of Trading and Markets, Securities and Exchange 15 See FINRA Rules 12214(d)(3) and 13214(d)(3).

Commission, dated August 23, 2018. 16 See Notice at 36648.
to Section 19(b)(1) of the Securities
7 The subsequent description of the proposed rule 17 FINRA Rules 12214(c) and 13214(c) provide
Exchange Act of 1934 (‘‘Exchange
change is substantially excerpted from FINRA’s that FINRA will pay each arbitrator an honorarium
description in the Notice. See Notice, 83 FR at of $200 to decide a discovery-related motion
11 17 CFR 200.30–3(a)(12). 36648–36649. without a hearing session.

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Document Created: 2018-10-18 03:05:21
Document Modified: 2018-10-18 03:05:21
Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Notices
FR Citation		83 FR 52854