[Federal Register Volume 88, Number 35 (Wednesday, February 22, 2023)]
[Notices]
[Pages 10947-10948]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-03577]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-96939; File No. SR-NASDAQ-2023-002]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Rules 5910 and 5920 To Remove Expired and Obsolete Provisions

February 15, 2023.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on February 6, 2023, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I and II below, which Items have been prepared by the Exchange. 
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\ 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 Rules 5910 and 5920 to remove 
expired and obsolete provisions.
    The text of the proposed rule change is available on the Exchange's 
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rules, 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 Exchange 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 these 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 aspects of such 
statements.

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

1. Purpose
    The purpose of the proposed rule change is to remove expired and 
obsolete provisions from Rule 5910 and Rule 5920.
    Nasdaq recently adopted rule changes to modify entry and all-
inclusive annual fees for certain companies, which became operative on 
January 1, 2023. The purpose of the proposed rule change was to (i) 
replace the tiered entry fee structure with a flat fee of $270,000 when 
a Company first lists a class of equity securities on the Nasdaq Global 
or Global Select Market; (ii) modify the Exchange's all-inclusive 
annual listing fees for all domestic and foreign companies listing 
equity securities covered by Listing Rules 5910 and 5920 on the Nasdaq 
Global Select, Global and Capital Markets; (iii) replace the two-tier 
entry fee structure with a flat fee of $80,000 when an Acquisition 
Company, as defined below, first lists a class of equity securities on 
Nasdaq; (iv) to adopt an all-inclusive annual listing fee structure 
specific to Acquisition Companies listing on the Nasdaq Capital Market; 
and (v) to replace the current three-tier all-inclusive annual listing 
fee structure for all Acquisition Companies with a two-tier 
structure.\3\ As a result, Rule 5910(a)(1) and Rule 5920(a)(1) contain 
entry fee provisions that are no longer applicable because such 
provisions applied to companies that submitted an application and 
listed on Nasdaq prior to January 1, 2023. Similarly, the all-inclusive 
annual listing fee schedules in Rule 5910(b)(2)(A)-(D) and (F) and Rule 
5210(b)(2)(A)-(D) and (F) contain provisions describing obsolete all-
inclusive annual listing fees. Nasdaq proposes to remove these expired 
and obsolete provisions from Rules 5910 and 5920.
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    \3\ See Securities Exchange Act Release No. 96532 (December 19, 
2022), 87 FR 79028 (December 23, 2022) (SR-Nasdaq-2022-068).
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    In addition, Nasdaq proposes to remove other expired provisions in 
Rules 5910(a)(11), 5920(a)(11) and 5920(a)(12). Nasdaq is also 
proposing other non-substantive clarifying and conforming adjustments, 
including renumbering revised rules as applicable.
    Nasdaq believes that the proposed changes will clarify and enhance 
transparency of the rules.
2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\4\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\5\ in particular, in that it is designed to promote 
just and equitable principles of trade, 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, 
by clarifying the rule language, and enhancing transparency and 
readability of the rules without substantively changing these rules.
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    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(5).
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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 not necessary or appropriate in 
furtherance of the purposes of the Act because the proposal does not 
make any substantive changes to the existing rules. The proposal merely 
removes expired and obsolete provisions of Rules 5910 and 5920, 
clarifies the rule language, and enhances transparency and readability 
of the rules without substantively changing these rules.

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

    No written comments were either solicited or received.

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

    Because the foregoing 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 for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \6\ and Rule 19b-
4(f)(6) thereunder.\7\
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    \6\ 15 U.S.C. 78s(b)(3)(A).
    \7\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of the proposed rule change, at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if

[[Page 10948]]

it appears to the Commission that such action is: (i) necessary or 
appropriate in the public interest; (ii) for the protection of 
investors; or (iii) otherwise in furtherance of the purposes of the 
Act.

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-NASDAQ-2023-002 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-NASDAQ-2023-002. 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-NASDAQ-2023-002, and should be submitted 
on or before March 15, 2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\8\
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    \8\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-03577 Filed 2-21-23; 8:45 am]
BILLING CODE 8011-01-P