[Federal Register Volume 87, Number 32 (Wednesday, February 16, 2022)]
[Notices]
[Pages 8886-8891]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2022-03280]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94222; File No. SR-NYSE-2021-68]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Amendment No. 1 and Order Granting Accelerated 
Approval of Proposed Rule Change, as Modified by Amendment No. 1, To 
Revise the Suite of Complimentary Products and Services Offered To 
Listed Companies

February 10, 2022.

I. Introduction

    On December 13, 2021, New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section

[[Page 8887]]

19(b)(1) of the Securities Exchange Act of 1934 (``Act'') \1\ and Rule 
19b-4 thereunder,\2\ a proposed rule change to revise the suite of 
complimentary products and services offered to listed companies 
pursuant to Section 907.00 of the NYSE Listed Company Manual 
(``Manual'' or ``LCM''). The proposed rule change was published for 
comment in the Federal Register on December 29, 2021.\3\ The Commission 
received no comments on the proposal. On February 4, 2022, the Exchange 
filed partial Amendment No. 1 to the proposed rule change.\4\ The 
Commission is publishing this notice to solicit comments on the 
proposed rule change, as modified by Amendment No. 1, from interested 
persons and is approving the proposed rule change, as modified by 
Amendment No. 1, on an accelerated basis.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 93865 (December 23, 
2021), 86 FR 74115 (``Notice'').
    \4\ In Amendment No. 1, the Exchange revised the proposal to 
clarify that: (i) The products and services available to issuers 
under Tier One and Tier A are limited to those stated in the rule, 
(ii) an issuer's eligibility for services under Tier One and Tier 
Two is based on its shares outstanding as of the preceding September 
30 unless recalculated due to an additional issuance between October 
1 and December 31 during the preceding calendar year, and (iii) 
there is no significant change in the overall value of the services 
with the exception that all issuers would receive 48 months of 
whistleblower services with an approximate annual value of $4,000 
rather than 24 months of such services in the Statutory Basis. In 
addition, in Amendment No. 1, the Exchange provided a description of 
the three new categories of products and services available to 
issuers under the proposal, which include the Board of Directors 
Platform, Virtual Event Platform, and Environmental, Social and 
Governance Tools (``ESG''), as well as an example of how a listed 
company would be eligible to receive Tier One or Tier Two services 
under the proposal. Amendment No. 1 is available on the Commission's 
website at: https://www.sec.gov/comments/sr-nyse-2021-68/srnyse202168-20114608-266849.pdf (``Amendment No. 1'').
---------------------------------------------------------------------------

II. Description of the Proposal, as Modified by Amendment No. 1

Description of the Current Rule

    Section 907.00 of the NYSE Manual sets forth complimentary products 
and services that issuers are entitled to receive in connection with 
their NYSE listing.\5\ The Exchange currently offers certain 
complimentary products and services and access to discounted third-
party products and services through the NYSE Market Access Center to 
currently and newly listed issuers.\6\ The Exchange also provides 
complimentary 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).\7\
---------------------------------------------------------------------------

    \5\ See Notice, supra note 3, at 74116.
    \6\ See id.
    \7\ See id.
---------------------------------------------------------------------------

    Currently, the products and services are offered to Eligible New 
Listings \8\ and Eligible Transfer Companies \9\ based on the following 
tiers: \10\
---------------------------------------------------------------------------

    \8\ For purposes of Section 907.00 of the NYSE LCM, 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 NYSE LCM 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). For purposes of Section 907.00 of the NYSE LCM, an 
``equity security'' means common stock or common share equivalents 
such as ordinary shares, New York shares, global shares, American 
Depository Receipts, or Global Depository Receipts. See id.
    \9\ For purposes of Section 907.00 of the NYSE LCM, the term 
``Eligible Transfer Company'' means any U.S. or non-U.S. company 
that transfers its listing of common stock or equity securities, 
respectively, to the Exchange from another national securities 
exchange. See id.
    \10\ Section 907.00 of the NYSE LCM provides for separate 
service entitlements for Acquisition Companies listed under Section 
102.06 of the NYSE LCM and the issuers of Equity Investment Tracking 
Stocks listed under Section 102.07 of the NYSE LCM. See id.
---------------------------------------------------------------------------

    Tier A: For Eligible New Listings and Eligible Transfer Companies 
with a global market value of $400 million or more, in each case 
calculated as of the date of listing on the Exchange, the Exchange 
offers market surveillance, market analytics, Web-hosting, Web-casting, 
and news distribution products and services for a period of 48 calendar 
months.
    Tier B: For Eligible New Listings and Eligible Transfer Companies 
with a global market value of less than $400 million, in each case 
calculated as of the date of listing on the Exchange, the Exchange 
offers Web-hosting, market analytics, Web-casting, and news 
distribution products and services for a period of 48 calendar 
months.\11\
---------------------------------------------------------------------------

    \11\ See id.
---------------------------------------------------------------------------

    The products and services are offered to currently listed companies 
that meet the eligibility requirements (``Eligible Current Listings'') 
based on the following tiers:
    Tier One: The Exchange offers (i) a choice of market surveillance 
or market analytics products and services, and (ii) Web-hosting and 
Web-casting products and services to U.S. issuers that have 270 million 
or more total shares of common stock issued and outstanding in all 
share classes, including and in addition to Treasury shares, and non-
U.S. companies that have 270 million or more shares of an equity 
security issued and outstanding in the U.S., each calculated annually 
as of September 30 \12\ of the preceding year.
---------------------------------------------------------------------------

    \12\ Under current Section 907.00 of the NYSE LCM, a U.S. issuer 
or non-U.S. company that has the requisite number of shares 
outstanding on September 30 will begin (or continue, as the case may 
be) to receive the suite of complimentary products and services for 
which it is eligible as of the following January 1. In the event 
that a U.S. issuer or non-U.S. company completes a corporate action 
between October 1 and December 31 that increases the number of 
shares it has outstanding, the Exchange will calculate its 
outstanding shares as of December 31 and determine whether it has 
become eligible to receive Tier One or Tier Two services. If 
eligible, the Exchange will offer such services as of the 
immediately succeeding January 1. See id.
---------------------------------------------------------------------------

    Tier Two: At each such issuer's election, the Exchange offers a 
choice of either (i) market analytics or (ii) Web-hosting and Web-
casting products to: (1) U.S. issuers that have 160 million to 
269,999,999 total shares of common stock issued and outstanding in all 
share classes, including and in addition to Treasury shares, calculated 
annually as of September 30 of the preceding year; and (2) non-U.S. 
companies that have 160 million to 269,999,999 shares of an equity 
security issued and outstanding in the U.S., calculated annually as of 
September 30 of the preceding year.\13\
---------------------------------------------------------------------------

    \13\ See id.
---------------------------------------------------------------------------

    In addition to the foregoing, the Exchange provides all listed 
issuers with complimentary access to whistleblower hotline services 
(with a commercial value of approximately $4,000 annually) for a period 
of 24 calendar months.\14\
---------------------------------------------------------------------------

    \14\ See id.
---------------------------------------------------------------------------

Proposed Amendments to Section 907.00 of the NYSE LCM

    The Exchange proposes to amend Section 907.00 of the Manual. 
According to the Exchange, Eligible Current Listings would be entitled 
on a prorated annual basis to a new suite of products and services 
starting on the first day of the first calendar month after the 
approval date for the proposed amendments.\15\ Eligible New Listings 
and Eligible Transfer Companies would receive the proposed new suite of 
products and services if they list on or after the date this proposal 
is approved by the Commission.\16\ Moreover, the

[[Page 8888]]

Exchange states that issuers would not be required as a condition of 
listing to utilize the complimentary products and services available to 
them pursuant to Section 907.00 of the Manual, and issuers may decide 
to contract themselves for other products and services.\17\ The 
Exchange further states that companies receiving products and services 
as Eligible New Listings or Eligible Transfer Companies that list 
before the operative date will continue to be eligible to receive the 
products and services for which they are eligible under the rule as in 
effect before that date.\18\
---------------------------------------------------------------------------

    \15\ See id.
    \16\ See id.
    \17\ See id.
    \18\ See id.
---------------------------------------------------------------------------

Modified List of Products and Services

    The Exchange proposes to amend the suite of products and services 
provided under Section 907.00 of the Manual. As amended, the suite of 
available products and services would be as follows: Market 
intelligence (with a maximum commercial value of approximately $50,000 
annually),\19\ market analytics (with a maximum commercial value of 
approximately $30,000 annually), board of directors platform (with a 
maximum commercial value of approximately $40,000 annually),\20\ 
virtual event platform (with a maximum commercial value of 
approximately $30,000 annually),\21\ ESG (with a maximum commercial 
value of approximately $30,000 annually),\22\ Web-hosting and Web-
casting products and services (with a maximum commercial value of 
approximately $25,000 annually),\23\ and news distribution products and 
services (with a maximum commercial value of approximately $20,000 
annually).\24\
---------------------------------------------------------------------------

    \19\ The proposed services offering includes market 
intelligence, rather than market surveillance as in the current 
rule. According to the Exchange, this change reflects a change in 
the types of service packages offered by the service providers from 
whom the Exchange purchases these services. These service providers 
now also provide additional information that is intended to track 
investors' views about an issuer and how those views change over 
time. The Exchange states that the small decrease in the value 
attributed to this service is a result of pricing competition in a 
highly competitive market for these services. See id. at 74117.
    \20\ The Board of Directors Platform is a software program that 
enables secure document sharing, agenda sharing, and voting for 
public company boards of directors. See Amendment No. 1, supra note 
4, at 4.
    \21\ The Virtual Event Platform is a technology platform that 
enables companies to communicate with their investors by holding 
investor days, capital markets days, and other investment community 
events virtually. See id. at 5.
    \22\ ESG are products and services that assist companies in 
aggregating and organizing ESG on a cross-organization basis, 
generally to facilitate public disclosure. See id.
    \23\ The current rule treats Web-hosting and Web-casting 
services as two separate items in the suite of available services, 
while the proposed rule amendments aggregate them as a single 
option. According to the Exchange, it is making this change since 
service providers now market these two services together rather than 
separately. The Exchange states that the aggregate value of Web-
hosting and Web-casting services would increase slightly due to 
increased prices charged by service providers. See Notice, supra 
note 3, at 74117.
    \24\ See id. at 74116-17. The Exchange further proposes to 
remove the reference to the Market Access Center from Section 907.00 
of the NYSE LCM. The Exchange states that this does not reflect any 
change in the nature of the services to be provided or how issuers 
will access those services, and that the Market Access Center 
concept was simply a way of identifying the entire suite of 
available products and services and promoting their availability to 
issuers. See id. at 74117.
---------------------------------------------------------------------------

    The Exchange states that it proposes, in certain cases, to provide 
companies with the flexibility in choosing the types and levels of 
services that best meet their needs, while providing that all qualified 
companies within a tier are entitled to receive the same dollar value 
of services.\25\ Under the current rule, a listed company may choose 
among the various service categories, where choosing a particular 
service requires the company to forego another service category 
entirely.\26\ The proposed rule adopts a more flexible approach for (i) 
Eligible New Listings and Eligible Transfers that qualify for Tier A 
and (ii) currently listed companies that qualify for Tier One, in which 
cases, companies will be eligible to choose different levels of 
services from the different categories, subject to a maximum overall 
value of services used.\27\
---------------------------------------------------------------------------

    \25\ See id.
    \26\ See id. The Exchange states, for example, that a company 
with Tier One eligibility can choose either market surveillance or 
market analytics products and services but cannot receive both. See 
id.
    \27\ See id.
---------------------------------------------------------------------------

Amended Offering for Eligible New Listings and Eligible Transfers

    The proposed amended offering of products and services for Eligible 
New Listings and Eligible Transfers would be as follows:
    Tier A: For a period of 48 calendar months, with respect to 
Eligible New Listings and Eligible Transfer Companies that list on the 
Exchange after approval of these amendments with a global market value 
of $400 million or more, in each case calculated as of the date of 
listing on the Exchange, the Exchange offers products and services with 
a maximum combined commercial value of approximately $125,000 annually, 
consisting of (i) Web-hosting and Web-casting products and services, 
(ii) news distribution products and services, and (iii) a selection 
from among a suite of products and services, consisting of market 
intelligence, market analytics, board of directors platform, virtual 
event platform, or ESG products and services.\28\
---------------------------------------------------------------------------

    \28\ See id. and Amendment No. 1, supra note 4, at 3.
---------------------------------------------------------------------------

    Tier B: For a period of 48 calendar months, with respect to 
Eligible New Listings and Eligible Transfer Companies that list on the 
Exchange after approval of these amendments with a global market value 
of less than $400 million, in each case calculated as of the date of 
listing on the Exchange, the Exchange offers (i) Web-hosting and Web-
casting products and services, (ii) market analytics, and (iii) news 
distribution products and services.\29\
---------------------------------------------------------------------------

    \29\ See Notice, supra note 3, at 74117.
---------------------------------------------------------------------------

    The Exchange states that the methodology used for determining 
global market value under the proposed amended rule for an Eligible New 
Listing or Eligible Transfer Company would be the same as is used under 
the current rule.\30\
---------------------------------------------------------------------------

    \30\ See id.
---------------------------------------------------------------------------

Amended Offering for Currently Listed Companies

    The proposed amended offering of products and services for Eligible 
Current Listings would be as follows:
    Tier One: For U.S. issuers that have 270 million or more total 
shares of common stock issued and outstanding in all share classes, 
including and in addition to Treasury shares, and non-U.S. companies 
that have 270 million or more shares of an equity security issued and 
outstanding in the U.S., each calculated annually as of September 30 of 
the preceding year (unless recalculated due to an additional issuance 
between October 1 and December 31 during the preceding calendar year), 
the Exchange offers products and services with a maximum combined 
commercial value of approximately $75,000 annually, to be effective as 
of the following January 1, consisting of (i) Web-hosting and Web-
casting products and services and (ii) a selection from among a suite 
of products and services, consisting of market intelligence, market 
analytics, board of directors platform, virtual event platform, or ESG 
products and services.\31\
---------------------------------------------------------------------------

    \31\ See Amendment No. 1, supra note 4, at 3-4.
---------------------------------------------------------------------------

    Tier Two: Effective January 1, at each issuer's election, the 
Exchange offers a choice of: (i) Market analytics; (ii) Web-hosting and 
Web-casting products; or (iii) virtual event platform to:
    (1) U.S. issuers that have 160 million to 269,999,999 total shares 
of common stock issued and outstanding in all

[[Page 8889]]

share classes, including and in addition to Treasury shares, calculated 
annually as of September 30 of the preceding year (unless recalculated 
due to an additional issuance between October 1 and December 31 during 
the preceding calendar year); and
    (2) non-U.S. companies that have 160 million to 269,999,999 shares 
of an equity security issued and outstanding in the U.S., calculated 
annually as of September 30 of the preceding year (unless recalculated 
due to an additional issuance between October 1 and December 31 during 
the preceding calendar year).\32\
---------------------------------------------------------------------------

    \32\ See id.
---------------------------------------------------------------------------

    The Exchange states that the methodology used in determining the 
number of shares issued and outstanding for purposes of eligibility for 
Tier One or Tier Two would be the same as under the current rule.\33\
---------------------------------------------------------------------------

    \33\ See Notice, supra note 3, at 74117.
---------------------------------------------------------------------------

Proposal To Adjust Entitlements of Currently Listed Companies After 
January 1

    Pursuant to the proposed rule change, if a U.S. issuer or non-U.S. 
company completes a corporate action during the course of a calendar 
year for which its eligibility for services is being determined and 
that corporate action increases the number of shares it has 
outstanding, the Exchange would calculate its outstanding shares 
immediately after such corporate action and determine whether it has 
become eligible to receive Tier One or Tier Two services.\34\ If 
eligible, the Exchange would offer such services for the remainder of 
that calendar year, with such eligibility commencing as of the 
beginning of the following calendar month.\35\ The following is a 
summary of how a listed company would be able to become eligible to 
receive Tier One or Tier Two services upon approval of this proposal:
---------------------------------------------------------------------------

    \34\ See id. at 74117-18.
    \35\ See id. at 74118.
---------------------------------------------------------------------------

    [cir] A company can become eligible for Tier One or Tier Two 
services for a full calendar year starting on January 1 if it meets the 
applicable shares outstanding requirement as of September 30 of the 
preceding calendar year.
    [cir] A company that does not meet the applicable shares 
outstanding requirement as of September 30 of the preceding calendar 
year will still be eligible for services for a full calendar year if it 
completes a corporate action between October 1 and December 31 that 
increases the number of shares it has outstanding and the Exchange, 
upon calculating the company's outstanding shares as of December 31, 
determines that it has become eligible to receive Tier One or Tier Two 
services. If eligible, the Exchange will offer such services as of 
January 1 of the succeeding year.
    [cir] If a company qualifies to be eligible for Tier One or Tier 
Two services during the course of a calendar year as set forth in the 
paragraph immediately above, it will receive the services for which it 
has become eligible for the remainder of that calendar year starting on 
the first day of the first calendar month after its eligibility has 
been determined.\36\
---------------------------------------------------------------------------

    \36\ See Amendment No. 1, supra note 4, at 5.
---------------------------------------------------------------------------

Period of Eligibility for Whistleblower Services

    The Exchange currently provides all listed issuers with 
complimentary access to whistleblower hotline services (with a 
commercial value of approximately $4,000 annually) for a period of 24 
calendar months.\37\ The Exchange proposes to extend this period of 
eligibility to 48 months.\38\
---------------------------------------------------------------------------

    \37\ See Notice, supra note 3, at 74118.
    \38\ See id.
---------------------------------------------------------------------------

III. Discussion and Commission's 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.\39\ Specifically, the Commission believes it is consistent with 
the provisions of Sections 6(b)(4) and 6(b)(5) of the Act,\40\ in 
particular, in that it 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 
\41\ in that it does not impose any burden on competition not necessary 
or appropriate in furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \39\ 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).
    \40\ 15 U.S.C. 78f(b)(4) and (5).
    \41\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    The Commission believes that the proposed changes to (i) amend the 
complimentary products and services it offers to companies, (ii) allow 
a currently listed U.S. issuer or non-U.S. company to receive Tier One 
or Tier Two services if it becomes eligible following a corporate 
action during the calendar year at the beginning of the following 
month, and (iii) increase the period that all issuers receive access to 
whistleblower hotline services from 24 months to 48 months are 
appropriate and consistent with the Act. The Commission believes that 
the Exchange is responding to competitive pressures in the market for 
listings in making this proposal.\42\ The Exchange represents that the 
market for new listings and for the retention and transfer of listed 
companies is competitive and the Commission understands that the 
Exchange competes, in part, by offering complimentary services to 
companies.\43\ In addition, the Commission believes that the proposal 
reflects the current competitive environment for exchange listings 
among national securities exchanges and does not impose any burden on 
competition not necessary or appropriate in furtherance of the purposes 
of the Act, consistent with Section 6(b)(8) of the Act.\44\
---------------------------------------------------------------------------

    \42\ See Securities Exchange Act Release No. 65127 (Aug. 12, 
2011), 76 FR 51449 (Aug. 18, 2011) (SR-NYSE-2011-20) (``2011 
Approval Order''). The Exchange states that products and services 
discussed herein are provided by third-party vendors. In its 
proposal, the Exchange states that issuers are not forced or 
required to use the complimentary products and services and some 
issuers have selected competing products and services. See Notice, 
supra note 3, at 74118.
    \43\ See Notice, supra note 3, at 74118-19.
    \44\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    The Commission has previously found that the package of 
complimentary services offered to issuers is equitably allocated among 
issuers consistent with Section 6(b)(4) of the Act.\45\ The Commission 
notes that all listed companies will continue to receive some level of 
free services and that, within each tier, all issuers will continue to 
be offered the exact same package of services, for the same period of 
time.\46\ Given that under the proposal, Eligible Current Listings, 
Eligible New Listings, and Eligible Transfer Companies within each tier 
will continue to be offered the same complimentary products and 
services \47\ for the same period of time, the Commission continues to 
believe that the package of complimentary services

[[Page 8890]]

is equitably allocated among issuers consistent with Section 6(b)(4) of 
the Act \48\ and the rule does not unfairly discriminate between 
issuers consistent with Section 6(b)(5) of the Act.\49\
---------------------------------------------------------------------------

    \45\ See 2011 Approval Order, supra note 42, 76 FR at 51452. See 
also Exchange Act Release No. 76127 (Oct. 9, 2015), 80 FR 62584, 
62587 (Oct. 15, 2015) (SR-NYSE-2015-36) (``2015 Approval Order'').
    \46\ See infra note 51 and accompanying text.
    \47\ The Commission notes that Eligible New Listings and 
Eligible Transfers that qualify for Tier A and Eligible Current 
Listings that qualify for Tier One will be eligible to choose 
different levels of services from the different categories, subject 
to a maximum overall value of services used. See supra notes 25 and 
27 and accompanying text. The Commission believes that this approach 
will provide companies with greater flexibility while providing that 
all qualified companies within a tier are entitled to receive the 
same dollar value of services.
    \48\ 15 U.S.C. 78f(b)(4).
    \49\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Commission also believes that the ability of companies to 
qualify for Tier One or Tier Two services during the course of a 
calendar year if the company has a corporate action that increases its 
number of shares and receive those services on a prorated basis for the 
balance of that calendar year is consistent with the Act. The 
Commission notes that those companies would need to satisfy the same 
eligibility requirements as companies that are already receiving the 
services of the applicable tier. Additionally, the Commission believes 
that it is appropriate for the Exchange to offer varying services to 
different categories of issuers.\50\ The Commission has previously 
found that the tiers originally established under the corporate 
products and services rule was consistent with the Act,\51\ and the 
Exchange has represented that there is not ``any significant change in 
the overall value of the services to which any company would be 
entitled (with the exception that it is proposed that all issuers would 
going forward be entitled to 48 months of whistleblower services with 
an approximate annual value of $4,000, rather than 24 months of 
services as is currently the case)'' under the proposed rule.\52\
---------------------------------------------------------------------------

    \50\ For example, under the proposal, companies receiving 
services under Tier One and Tier A will be eligible for three new 
products and services as described above. See supra notes 20-22.
    \51\ See 2011 Approval Order, supra note 42. In particular, the 
2011 Approval Order states that while not all issuers receive the 
same level of services, NYSE has stated that trading volume and 
market activity are related to the level of services that the listed 
companies would use in the absence of complimentary arrangements. 
The Commission found, among other things, that ``. . . the products 
and services and their commercial value are equitably allocated 
among issuers consistent with Section 6(b)(4) of the Act, and the 
rule does not unfairly discriminate between issuers consistent with 
Section 6(b)(5) of the Act.'' See id. at 51452. The Commission also 
previously found that expanding the complimentary products and 
services offered to some tiers but not others was justified, in 
part, based on the different-sized companies within each tier and 
the amount of services they needed. See Securities Exchange Act 
Release No. 70971 (Dec. 3, 2013), 78 FR 73905 (Dec. 9, 2013).
    \52\ See Amendment No. 1, supra note 4, at 4.
---------------------------------------------------------------------------

    Further, the Commission believes that describing in the Exchange's 
rules the products and services available to listed companies, their 
associated values, and the length of time for which issuers are 
entitled to receive such services adds greater transparency to the 
Exchange's rules and to the fees applicable to listed companies and 
will ensure that individual listed companies are not given specially 
negotiated packages of products or services to list, or remain listed, 
which would raise unfair discrimination issues under the Act.\53\ In 
addition, the Commission believes that it is reasonable, and in fact 
required by Section 19(b) of the Act, that the Exchange amend its rules 
to update the products and services it offers to Eligible Current 
Listings, Eligible Transfer Companies, and Eligible New Listings, 
including the time periods for which such products and services are 
offered and the commercial value of such products and services. This 
provides greater transparency to the Exchange's rules and the fees, and 
the value of free products and services, applicable to listed 
companies.
---------------------------------------------------------------------------

    \53\ See 2015 Approval Order, supra note 45, 80 FR at 62587. The 
Commission notes that the Exchange also stated that no other company 
will be required to pay higher fees as a result of the proposal and 
that providing the proposed services will have no impact on the 
resources available for its regulatory programs. See Notice, supra 
note 3, at 74118.
---------------------------------------------------------------------------

    Based on the foregoing, the Commission believes that the Exchange 
has provided a sufficient basis for amending the products and services 
offered to Eligible New Listings, Eligible Transfer Companies, and 
Eligible Current Listings, allowing a currently listed U.S. issuer or 
non-U.S. company to receive Tier One or Tier Two services if it becomes 
eligible following a corporate action during the calendar year at the 
beginning of the following month, and increasing the period of time 
that all issuers receive complimentary access to whistleblower hotline 
services from 24 months to 48 months, and that these changes are 
consistent with Section 6(b)(4) of the Act.\54\ The Commission also 
continues to believe that the rule does not unfairly discriminate 
between issuers, consistent with Section 6(b)(5) of the Act.\55\ 
Finally, the Commission believes that the proposal does not impose any 
burden on competition not necessary or appropriate in furtherance of 
the purposes of the Act, consistent with Section 6(b)(8) of the 
Act.\56\
---------------------------------------------------------------------------

    \54\ 15 U.S.C. 78f(b)(4).
    \55\ 15 U.S.C. 78f(b)(5).
    \56\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

IV. Solicitation of Comments on Amendment No. 1

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change, as modified by Amendment No. 1, 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 No. SR-NYSE-2021-68 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 No. SR-NYSE-2021-68. These file 
numbers 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 changes that are filed 
with the Commission, and all written communications relating to the 
proposed rule changes 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 filings also will be available 
for inspection and copying at the principal office of the Exchanges. 
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 No. SR-NYSE-2021-68 and should be 
submitted on or before [insert date 21 days from publication in the 
Federal Register].

V. Accelerated Approval of Proposed Rule Change, as Modified by 
Amendment No. 1

    The Commission finds good cause, pursuant to Section 19(b)(2) of 
the Act, to approve the proposed rule change, as modified by Amendment 
No. 1, prior to the 30th day after the date of publication of Amendment 
No. 1 in the Federal Register. As discussed above, in

[[Page 8891]]

Amendment No. 1, the Exchange generally clarifies, among other things, 
(i) the ability of companies to qualify for Tier One or Tier Two 
services during the course of a calendar year and (ii) the products and 
services the Exchange offers to Eligible New Listings, Eligible 
Transfer Companies, and Eligible Current Listings, including a 
description of new products and services and updated value of the 
products and services.\57\ The Commission believes that these revisions 
merely provide clarity to the proposed rule change and do not raise any 
new or novel issues. Accordingly, the Commission finds good cause for 
approving the proposed rule change, as modified by Amendment No. 1, on 
an accelerated basis, pursuant to Section 19(b)(2) of the Act.\58\
---------------------------------------------------------------------------

    \57\ See Amendment No. 1, supra note 4.
    \58\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\59\ that the proposed rule change (SR-NYSE-2021-68), as modified 
by Amendment No. 1, be, and it hereby is, approved on an accelerated 
basis.
---------------------------------------------------------------------------

    \59\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\60\
---------------------------------------------------------------------------

    \60\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-03280 Filed 2-15-22; 8:45 am]
BILLING CODE 8011-01-P