[Federal Register Volume 88, Number 237 (Tuesday, December 12, 2023)]
[Notices]
[Pages 86181-86183]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-27157]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-99091; File No. SR-NYSE-2023-49]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend Sections 902.02 and 902.03 of the NYSE Listed Company Manual To 
Amend Its Initial Listing Fee and Certain of Its Annual Fees

December 6, 2023.
    Pursuant to section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on December 1, 2023, New York Stock Exchange LLC (``NYSE'' or the 
``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\ 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 Sections 902.02 and 902.03 of the 
NYSE Listed Company Manual (the ``Manual') to amend its initial listing 
fee and certain of its annual fees charged to listed issuers. 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

[[Page 86182]]

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 its initial listing fee and certain 
of its annual fees charged to listed issuers as set forth in Sections 
902.02 and 902.03 of the Manual. The proposed changes will take effect 
from the beginning of the calendar year commencing on January 1, 2024.
    The Exchange currently charges a flat initial listing fee of 
$295,000 the first time an issuer lists a class of common shares on the 
Exchange. The Exchange proposes to increase this flat initial listing 
fee by $5,000 from $295,000 to $300,000. Section 902.03 of the Manual 
contains examples of how listing fees are calculated for certain 
UPREITs, U.S. issuers and foreign private issuers. The Exchange 
proposes to make conforming changes to these examples in Section 902.03 
to reflect the new $300,000 flat initial listing fee.
    The Exchange currently charges an annual fee of $0.001215 per share 
for each of the following: a primary class of common shares (including 
Equity Investment Tracking Stocks); each additional class of common 
shares (including tracking stock); a primary class of preferred stock 
(if no class of common shares is listed); each additional class of 
preferred stock (whether primary class is common or preferred shares); 
and each class of warrants or rights. The Exchange proposes to change 
the per share annual fee for the foregoing classes of securities from 
$0.001215 per share to $0.001265 per share.
    The proposed increase in the initial listing fee and the per share 
rates for annual fees reflect increases in the costs the Exchange 
incurs in providing services to listed companies on an ongoing basis, 
as well as increases in the costs of conducting its related regulatory 
activities. As described below, the Exchange proposes to make the 
aforementioned fee increases to better reflect the Exchange's costs 
related to listing equity securities and the corresponding value of 
such listing to companies.
    The revised annual fees will be applied in the same manner to all 
issuers with listed securities in the affected categories and the 
Exchange believes that the changes will not disproportionately affect 
any specific category of issuers.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with section 6(b) of the Act,\3\ in general, and furthers the 
objectives of section 6(b)(4) \4\ 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,\5\ 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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    \3\ 15 U.S.C. 78f(b).
    \4\ 15 U.S.C. 78f(b)(4).
    \5\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that it is not unfairly discriminatory and 
represents an equitable allocation of reasonable fees to amend sections 
902.02 and 902.03 to increase the initial listing fee and annual fees 
for the various categories of equity securities as set forth above 
because of the increased costs incurred by the Exchange since it 
established the current rates.
The Proposed Changes Are Reasonable
    The Exchange believes that the proposed changes to its initial 
listing fee and the annual fee schedule are reasonable. In that regard, 
the Exchange notes that its general costs to support its listed 
companies have increased, including due to price inflation. The 
Exchange also continues to expand and improve the services it provides 
to listed companies. Specifically, the Exchange has (among other 
things) increased expenditure on listed companies and the value of an 
NYSE listing by expanding the NYSE Institute, whose focus includes 
providing thought leadership and advocacy on behalf of listed 
companies.
    The Exchange operates in a highly competitive marketplace for the 
listing of the various categories of securities affected by the 
proposed annual fee adjustments. The Commission has repeatedly 
expressed its preference for competition over regulatory intervention 
in determining prices, products, and services in the securities 
markets. Specifically, in Regulation NMS,\6\ the Commission highlighted 
the importance of market forces in determining prices and SRO revenues 
and, also, recognized that current regulation of the market system 
``has been remarkably successful in promoting market competition in its 
broader forms that are most important to investors and listed 
companies.'' \7\
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    \6\ Securities Exchange Act Release No. 34-51808 (June 9, 2005); 
70 FR 37496 (June 29, 2005) (``Regulation NMS'').
    \7\ See Regulation NMS, 70 FR at 37499.
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    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 adoption of the proposed 
increase to the initial listing fee and annual fees for various 
categories of equity securities represents a reasonable attempt to 
address the Exchange's increased costs in servicing these listings 
while continuing to attract and retain listings.
    The Exchange proposes to make the aforementioned fee increases in 
Sections 902.02 and 902.03 to better reflect the value of such listing 
to issuers.
The Proposal Is an Equitable Allocation of Fees
    The Exchange believes its proposal equitably allocates its fees 
among its market participants.
    The Exchange believes that the proposed amendments to the initial 
listing fee and annual fees for equity securities are equitable because 
they do not change the existing framework for such fees, but simply 
increase the amount of the flat initial listing fee and per unit annual 
fee to reflect increased operating costs. Similarly, as the fee 
structure remains effectively unchanged apart from the proposed 
increases in the rates paid by all issuers, the changes to the initial 
listing fee or annual fees for equity securities neither target nor 
will they have a disparate impact on any particular category of issuer.
The Proposal Is Not Unfairly Discriminatory
    The Exchange believes that the proposal is not unfairly 
discriminatory.

[[Page 86183]]

The proposed fee changes are not unfairly discriminatory among issuers 
of operating company equity securities because the same fee schedule 
will apply to all such issuers. Further, the Exchange operates in a 
competitive environment and its fees are constrained by competition in 
the marketplace. Other venues currently list all of the categories of 
securities covered by the proposed fees and if a company believes that 
the Exchange's fees are unreasonable it can decide either not to list 
its securities or to list them on an alternative venue.
    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. The proposed rule change is 
designed to ensure that the fees charged by the Exchange accurately 
reflect the services provided and benefits realized by listed 
companies. The market for listing services is extremely competitive. 
Each listing exchange has a different fee schedule that applies to 
issuers seeking to list securities on its exchange. Issuers have the 
option to list their securities on these alternative venues based on 
the fees charged and the value provided by each listing. Because 
issuers have a choice to list their securities on a different national 
securities exchange, the Exchange does not believe that the proposed 
fee changes impose a burden on competition.
Intramarket Competition
    The proposed amended fees will be charged to all listed issuers 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, 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.

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) \8\ of the Act and subparagraph (f)(2) of Rule 19b-
4 \9\ thereunder, because it establishes a due, fee, or other charge 
imposed by the Exchange.
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    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 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) \10\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \10\ 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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-NYSE-2023-49 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-2023-49. 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 (https://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 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. Do not 
include personal identifiable information in submissions; you should 
submit only information that you wish to make available publicly. We 
may redact in part or withhold entirely from publication submitted 
material that is obscene or subject to copyright protection. All 
submissions should refer to file number SR-NYSE-2023-49 and should be 
submitted on or before January 2, 2024.

    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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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-27157 Filed 12-11-23; 8:45 am]
BILLING CODE 8011-01-P