[Federal Register Volume 85, Number 57 (Tuesday, March 24, 2020)]
[Notices]
[Pages 16705-16707]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-06100]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-88408; File No. SR-NYSE-2020-16]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Section 902.08 of the NYSE Listed Company Manual To Waive Initial 
Listing Fees and First Partial Year of Annual Listing Fees for NYSE 
Bonds Securities That List in Conjunction With Voluntary Delisting From 
a Regulated Foreign Exchange

March 18, 2020.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that on March 5, 2020, 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.
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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 902.08 of the NYSE Listed 
Company Manual (the ``Manual'') to waive initial listing fees and the 
first partial year of annual fees in relation to bonds listed in 
conjunction with their voluntary delisting from a regulated foreign 
exchange. The proposed rule change is available on the Exchange's 
website at www.nyse.com, at the principal office of the Exchange, and 
at the Commission's Public Reference Room.

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

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

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

1. Purpose
    The Exchange proposes to amend Section 902.08 of the Manual to 
waive initial listing fees and the first partial year of annual fees in 
relation to NYSE Bonds Securities \4\ listed in conjunction with their 
voluntary delisting \5\ from a

[[Page 16706]]

regulated foreign exchange. The proposed waiver is identical to a 
waiver currently applied under Section 902.08 in connection with the 
listing of NYSE Bonds Securities transferred from another national 
securities exchange.\6\
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    \4\ As defined in Section 902.08, NYSE Bonds Securities include 
structured products listed under Section 703.19 and traded on NYSE 
Bonds and all debt securities listed under Sections 102.03 and 
103.05 (excluding non-listed debt of NYSE issuers and affiliate 
companies and domestic listed debt of issuers exempt from 
registration under the Act).
    \5\ A voluntary delisting for this purpose occurs where the 
securities in question are not subject to delisting on the foreign 
regulated exchange for any regulatory reason but are being delisted 
solely by the choice of the issuer.
    \6\ See Securities Exchange Act Release No. 87832 (December 20, 
2019); 84 FR 72047 (December 30, 2019) (SR-NYSE-2019-63).
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    In adopting this waiver in relation to NYSE Bonds Securities whose 
listing was being transferred from another national securities 
exchange, the Exchange noted that companies transferring in mid-year 
would already have paid listing fees for that year to the exchange on 
which they were previously listed and that the double payment the 
Exchange's initial listing fee and prorated annual fee would impose on 
them would impose a significant financial burden and act as a 
disincentive to transferring. The Exchange also noted that the proposed 
waivers were consistent with the approach taken by the NYSE itself and 
the other national securities exchanges with respect to the waiver of 
fees in connection with the transfer of common equity securities from 
another national securities exchange. As the Exchange competes with 
foreign regulated exchanges for the listing of bonds and structured 
products in the same way it competes with other national securities 
exchanges, the costs of initial listing and the potential duplication 
of fee payments in the first part year of listing on the NYSE represent 
a similar impediment to the Exchange successfully competing with 
foreign regulated exchanges for the transfer of the listing of those 
securities. As such, the Exchange believes it is appropriate to apply 
the same waivers in relation to issuers voluntarily delisting their 
securities from a regulated foreign exchange in connection with listing 
them on the Exchange for trading on NYSE Bonds.
    The proposed rule change would not affect the Exchange's commitment 
of resources to its regulatory oversight of the listing process or its 
regulatory programs.
    The Exchange also proposes to remove text from Section 902.08 that 
is no longer relevant as it ceased to be operative on January 1, 2020.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\7\ in general, and furthers the 
objectives of Section 6(b)(4) \8\ of the Act, in particular, in that it 
is designed to provide for the equitable allocation of reasonable dues, 
fees, and other charges. The Exchange also believes that the proposed 
rule change is consistent with Section 6(b)(5) of the Act,\9\ 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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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(4).
    \9\ 15 U.S.C. 78f(b)(5).
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The Proposed Change Is Reasonable
    The Exchange operates in a highly competitive marketplace for the 
categories of securities listed and traded on NYSE Bonds. The 
Commission has repeatedly expressed its preference for competition over 
regulatory intervention in determining prices, products, and services 
in the securities markets.
    The Exchange believes that the ever shifting market share among the 
exchanges with respect to new listings and the transfer of existing 
listings between competitor exchanges demonstrates that issuers can 
choose different listing markets in response to fee changes. 
Accordingly, competitive forces constrain exchange listing fees. Stated 
otherwise, changes to exchange listing fees can have a direct effect on 
the ability of an exchange to compete for new listings and retain 
existing listings.
    Given this competitive environment, the Exchange believes that the 
proposal to waive initial listing fees and the first year's prorated 
annual fees for NYSE Bonds Securities listing in conjunction with their 
voluntary delisting from a foreign regulated exchange is reasonable 
because the cost of paying listing fees to both the NYSE and the 
predecessor exchange imposes a significant financial burden and acts as 
a disincentive to transferring.
The Proposal Is an Equitable Allocation of Fees
    The Exchange believes that the waiver of initial listing fees and 
the prorated annual fee for the first year of listing for NYSE Bonds 
Securities listing in conjunction with their voluntary delisting from a 
foreign regulated exchange is not inequitable as it expects it will be 
available to a small number of issuers and is being implemented solely 
to relieve these issuers of the burden of duplicative payments to two 
exchanges.
The Proposal Is Not Unfairly Discriminatory
    The Exchange believes that the proposal is not unfairly 
discriminatory, because the proposed waivers are solely intended to 
avoid duplication of costs for issuers transferring their listings from 
foreign regulated exchanges and not to provide them with any benefit 
that would place them in a more favorable position than other listed 
companies.
    Finally, the Exchange believes that it is subject to significant 
competitive forces, as described below in the Exchange's statement 
regarding the burden on competition.
    The proposed removal of text relating to fees that are no longer 
applicable is ministerial in nature and has no substantive effect.
    For the foregoing reasons, the Exchange believes that the proposal 
is consistent with the Act.

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.
Intramarket Competition
    The proposed waivers will be available to all similarly situated 
applicants on the same basis. The Exchange does not believe that the 
proposed amended fees will have any meaningful effect on the 
competition among issuers listed on the Exchange.
Intermarket Competition
    The Exchange operates in a highly competitive market in which 
issuers can readily choose to list new securities on other exchanges 
and transfer listings to other exchanges if they deem fee levels at 
those other venues to be more favorable. Because competitors are free 
to modify their own fees in response, and because issuers may change 
their chosen listing venue, the Exchange does not believe its proposed 
fee change can impose any burden on intermarket competition.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

[[Page 16707]]

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change is effective upon filing pursuant to 
Section 19(b)(3)(A) \10\ of the Act and subparagraph (f)(2) of Rule 
19b-4 \11\ thereunder, because it establishes a due, fee, or other 
charge imposed by the Exchange.
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    \10\ 15 U.S.C. 78s(b)(3)(A).
    \11\ 17 CFR 240.19b-4(f)(2).
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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) \12\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \12\ 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-2020-16 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-2020-16. 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 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-2020-16 and should be submitted on 
or before April 14, 2020.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-06100 Filed 3-23-20; 8:45 am]
BILLING CODE 8011-01-P