[Federal Register Volume 80, Number 105 (Tuesday, June 2, 2015)]
[Notices]
[Pages 31430-31432]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-13326]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-75057; File No. SR-NYSE-2015-25]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Section 804.00 of the Listed Company Manual To Specify That 
Issuers Seeking a Review of a Delisting Decision Made by the Staff of 
NYSE Regulation, Inc. Must Have Paid All Prior Fees Owed to the 
Exchange

May 28, 2015.
    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 May 13, 2015, 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 and 
II 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 amend section 804.00 of the Listed Company 
Manual (the ``Manual'') to specify that issuers seeking a review of a 
delisting decision made by the staff of NYSE Regulation, Inc. (``NYSE 
Regulation'') must have paid all prior fees owed to the Exchange before 
the Exchange will accept payment of the applicable appeal fee.
    The text of the proposed rule change is available on the Exchange's 
Web site at www.nyse.com, at the principal office of the Exchange, and 
at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of, and basis for, the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend section 804.00 of the Manual to 
specify that issuers seeking a review of a delisting decision made by 
the staff of NYSE Regulation must have paid all prior fees owed to the 
Exchange before the Exchange will accept payment of the applicable 
appeal fee.
    Companies listed on the Exchange are subject to certain fees 
throughout the life of their listing, including annual fees for each 
class or series of security listed on the Exchange as well as fees 
associated with initial and supplemental listing applications. Although 
all fees are due immediately when billed, on some limited occasions 
listed companies fail to remit payment for fees due to the Exchange. If 
payment is not received when due, the Exchange has procedures in place 
to collect on outstanding bills. In the event that a listed company 
repeatedly fails to pay fees due to the Exchange, it can be subject to 
delisting.
    NYSE Regulation monitors listed companies for compliance with

[[Page 31431]]

Exchange rules and can initiate delisting proceedings in the event of 
non-compliance. Listed companies that are subject to a delisting 
determination by the staff of NYSE Regulation have the right to appeal 
staff's determination to the Committee for Review (the ``Committee'') 
of the Board of Directors of NYSE Regulation. Currently, companies that 
would like to undertake such appeal must pay a $20,000 nonrefundable 
appeal fee.
    In the Exchange's experience, listed companies that are non-
compliant with Exchange rules--and thus subject to delisting--
frequently also struggle financially and may be unable to pay their 
vendors or service providers. It is possible, therefore, that a company 
subject to delisting for failure to comply with Exchange rules may also 
be delinquent in the payment of fees due to the Exchange. Should NYSE 
Regulation commence delisting proceedings against such company, the 
Exchange believes it is fair to require that the company first pay all 
past-due fees before it can submit the applicable appeal fee and 
request a review of staff's delisting decision.
    When a company appeals a delisting determination to the Committee, 
the staff of NYSE Regulation invests a significant amount of time and 
effort preparing appeal briefs and other related documentation. Before 
the staff of NYSE Regulation expends these additional resources, it 
believes it is appropriate to require that companies seeking an appeal 
have paid the Exchange in full for all services already provided. The 
Exchange proposes to amend section 804.00 of the Manual to make this 
requirement explicit. The proposed requirement is consistent with the 
rules of the NYSE MKT which has a comparable rule.\4\
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    \4\ See section 1203(a) of the NYSE MKT Company Guide.
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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 sections 6(b)(4) \6\ of the Act, in particular, in that 
it is designed to provide for the equitable allocation of reasonable 
dues, fees, and other charges among its members and issuers and other 
persons using its facilities. The Exchange also believes that the 
proposed rule change is consistent with section 6(b)(5) \7\ of the Act 
in that it is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers. The Exchange further believes 
that the proposed rule change is consistent with section 6(b)(7) \8\ of 
the Act because listed companies will still have adequate due process 
rights to appeal any delisting action.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(4).
    \7\ 15 U.S.C. 78f(b)(5).
    \8\ 15 U.S.C. 78f(b)(7).
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    The Exchange believes that it is reasonable to require that a 
company seeking to appeal a delisting determination made by NYSE 
Regulation first pay all past due fees owed to the Exchange. All 
companies listed on the Exchange are subject to annual and other fees. 
The Exchange believes that its proposal is reasonable because it is 
consistent with the Exchange's goal of ensuring that all issuers pay 
for the benefit of having their securities listed on the Exchange as 
well as other regulatory benefits received from the Exchange and 
therefore ensures that fees are equitably allocated among listed 
companies. The proposed rule change is not designed to permit unfair 
discrimination because all listed companies seeking to appeal a 
delisting decision will be subject to the provisions of section 804.00 
of the Manual and each company will be required to pay only the amount 
it has incurred under the Exchange's fee rules as generally applied to 
all listed companies.

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 proposed change simply 
requires that listed companies first pay all past due fees owed to the 
Exchange before they can request an appeal of a delisting 
determination. Such requirement ensures that all listed companies pay 
for the benefit of having their securities listed on the Exchange. 
Accordingly, the Exchange does not believe that the proposed change 
will impose 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

    The Exchange has filed the proposed rule change pursuant to section 
19(b)(3)(A)(iii) of the Act \9\ and Rule 19b-4(f)(6) thereunder.\10\ 
Because the proposed rule change does not: (i) Significantly affect the 
protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
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    \9\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \10\ 17 CFR 240.19b-4(f)(6).
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act. If the Commission 
takes such action, the Commission shall institute proceedings under 
section 19(b)(2)(B) \11\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \11\ 15 U.S.C. 78s(b)(2)(B).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSE-2015-25 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-2015-25. 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 Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent

[[Page 31432]]

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 Web site 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 
such filing also will be available for inspection and copying at the 
principal office of the Exchange. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly. All submissions should refer to 
File Number SR-NYSE-2015-25 and should be submitted on or before June 
23, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
Robert W. Errett,
Deputy Secretary.
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    \12\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2015-13326 Filed 6-1-15; 8:45 am]
 BILLING CODE 8011-01-P