[Federal Register Volume 89, Number 126 (Monday, July 1, 2024)]
[Notices]
[Pages 54545-54550]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-14377]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-100416; File No. SR-NASDAQ-2024-027]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Reconfigure Fees for the Daily List and Fundamental Data to Better 
Reflect the Value of the Information Distributed

June 25, 2024.
    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 June 17, 2024, 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, II, and III, 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 reconfigure fees for the Daily List and 
Fundamental Data to better reflect the value of the information 
distributed.
    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
    Nasdaq proposes to reconfigure fees for the Daily List,\3\ its 
corporate actions product,\4\ to better reflect the value of the 
information distributed.\5\
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    \3\ See Equity 7, Section 122. The information contained in the 
Daily List includes information about the corporate actions of 
issuers (such as dividends, stock splits, and mergers and 
acquisitions), execution of corporate actions by the Exchange (such 
as execution dates and symbol changes), and information about issuer 
status.
    \4\ Corporate actions are undertakings by issuers that 
materially impact the value of their shares, such as, for example, 
the payment of dividends, stock splits, tender offers, or a merger 
and acquisition.
    \5\ This proposal was first submitted on June 3, 2024. See SR-
Nasdaq-2024-024. On June 17, 2024, that filing was withdrawn and 
replaced with the instant filing to provide additional information 
in support of the proposal.
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    First, Nasdaq proposes to increase the licensing fee for the Daily 
List, which also includes Fundamental Data, from $1,750 to $3,500 per 
month to better reflect its market value. Current fees for the Daily 
List are below the range of fees for other corporate actions products, 
none of which, except for the Daily List, are subject to the fee filing 
requirements that apply to Self-Regulatory Organizations (``SROs'').\6\ 
Current fees for comparable products are between $3,000 and $12,000 per 
month or more; the proposal will raise Daily List fees from below that 
range to within the range, at its lower end.\7\
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    \6\ As discussed in further detail below, the New York Stock 
Exchange sells a corporate actions product, but does not file SRO 
fees for that product. See New York Stock Exchange, Corporate 
Actions, available at https://www.nyse.com/market-data/corporate-actions. NYSE also publishes information related to the execution of 
corporate actions on a public website, as Nasdaq proposes to do with 
this filing. The remaining vendors that offer corporate actions 
products are not SROs.
    \7\ As discussed below, this estimate is based on Nasdaq's 
understanding of the market, as none of the competitor products have 
published fee schedules.
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    Second, together with the proposed rule change, the Exchange will 
publish information about the execution of corporate actions by the 
Exchange, as well as information related to issuer status under 
Exchange rules, on NasdaqTrader.com or a successor website, at the same 
time as such information is updated on the Daily List. The dual 
publication of information on a public website and a corporate actions 
product is the same

[[Page 54546]]

two-part structure used by the New York Stock Exchange, which does not 
file the fees for its corporate actions product as an SRO.\8\
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    \8\ NYSE publishes information on exchange implementation of 
corporate actions on two different web pages, one for corporate 
actions (NYSE Corporate Actions) and another for ex-date dividends 
(NYSE Ex-Date Dividends).
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    Publication of information about the execution of corporate actions 
and corporate status by the Exchange on an open website will not 
require a rule change. Nasdaq already publishes information concerning 
certain corporate actions on NasdaqTrader.com, such as Market Center 
and financial status, and this change will simply add to the 
information made available to the public.
The Daily List
    The Daily List is a compendium of corporate actions information--
including new listings, delistings, symbol name changes, dividends, and 
other information for the Nasdaq Stock Market.\9\ It is comprised of 
the following sets of information: \10\
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    \9\ See Nasdaq, Daily List, available at http://www.nasdaqtrader.com/Trader.aspx?id=DailyListPD; see also Securities 
Exchange Act Release No. 68636 (January 11, 2013), 78 FR 3940 
(January 17, 2013) (SR-Nasdaq-2013-009) (establishing fees for the 
Daily List and Fundamental Data products); Securities Exchange Act 
Release No. 34-79701 (December 29, 2016), 82 FR 1381 (January 5, 
2017) (SR-Nasdaq-2016-175) (establishing current monthly fee for the 
Daily List and Fundamental Data).
    \10\ The last fee modification for the Daily List inadvertently 
identified the Mutual Fund Quotation Service (``MFQS'') as included 
with the Daily List product. See Securities Exchange Act Release No. 
34-79701 (December 29, 2016), 82 FR 1381 (January 5, 2017) (SR-
Nasdaq-2016-175). The Commission approved removal of MFQS from the 
Nasdaq rule book in 2008. See Securities Exchange Act Release No. 
58392 (August 20, 2008), 73 FR 50382 (August 26, 2008) (SR-Nasdaq-
2008-019). MFQS information was removed from the Daily List on 
October 17, 2011. See Nasdaq, ``Data Technical News #2011-17'' 
(September 1, 2011), available at https://www.nasdaqtrader.com/TraderNews.aspx?id=dtn2011-017. The identification of MFQS as 
information included in the Daily List Product in SR-Nasdaq-2016-175 
was in error.
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    Nasdaq Equity Data: Provides notification of corporate actions 
information such as new listings, delistings, corporate name changes, 
trading symbol changes, market tier changes and Financial Status 
Indicator (FSI) changes that occur on the Nasdaq Global Select Market, 
Nasdaq Global Market and Nasdaq Capital Market.
    Dividends: Provides notification of cash dividends, stock dividends 
and stock splits to Nasdaq securities.
    Next Day Ex-Date: Summarizes the securities with dividend 
adjustments to be applied to the previous closing price on the next 
business day.\11\
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    \11\ The Daily List also includes a symbol directory and a list 
of dual-listed securities for reference.
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    Full historical information is available back to May 24, 1999. 
Daily List files for the current business month are available for 
download via a secured FTP interface, and from a secured website.
    All of the information published on the Daily List is from issuers, 
except for information related to the execution of corporate actions by 
the Exchange and issuer status under Exchange rules. Nasdaq receives 
corporate actions information from issuers on the same basis as any 
other market participant, with no inherent advantage in speed or access 
due to its unique position as an SRO.
    Daily List is updated every 15 minutes between 7:00 a.m. and 10:00 
p.m. on trading days.
Fundamental Data
    Nasdaq Fundamental Data provides security master and market summary 
statistics on a T+1 basis for Nasdaq securities.\12\ The fundamental 
data report contains start of trading day information on Nasdaq 
equities, including trading summary data such as high and low price, 
total shares outstanding (TSO), Nasdaq Official Closing Price (NOCP), 
and public float.
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    \12\ See Supra, n.8.
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    Like the Daily List, Fundamental Data files are available via 
secured website or secured file transfer protocol server.
    Fundamental Data is distributed with the Daily List as supplemental 
information.
Proposed Changes
    As summarized above, Nasdaq proposes to reconfigure fees for the 
Daily List to better reflect the value of the information distributed.
    First, Nasdaq proposes to increase the licensing fee for the Daily 
List, which also includes Fundamental Data, from $1,750 to $3,500 per 
month to better reflect its market value. The Daily List faces 
competition from substitute products from a number of vendors, none of 
which are required to file fees for their corporate actions products as 
SROs. Based on Nasdaq's understanding of the sale of corporate actions 
products, the fee range for competitor corporate actions products 
appears to be between $3,000 and $12,000 per month or more. The 
proposal will raise Daily List fees from below that range to within the 
range, at its lower end.
    Second, together with the proposed rule change, the Exchange will 
make corporate actions executed by the Exchange and information related 
to issuer status under Exchange rules available to the public on 
NasdaqTrader.com or a successor website at the same time as on the 
Daily List. The dual publication of information on a public website and 
a corporate actions product is the same two-part structure used by the 
New York Stock Exchange, which does not file the fees for its corporate 
actions product as an SRO.
    Publication of information about the execution of corporate actions 
and corporate status by the Exchange on an open website will not 
require a rule change. Nasdaq already publishes information concerning 
certain corporate actions on NasdaqTrader.com, such as Market Center 
and financial status, and this change merely adds to the information 
made available to the public.
Market for Corporate Actions Products
    A corporate action is an undertaking by an issuer that materially 
impacts the value of its shares. Corporate actions range from making a 
change to a company's name to issuing a dividend or restructuring the 
company through a merger or bankruptcy. Common corporate actions 
include, but are not limited to, name or trading symbol change, stock 
splits,\13\ issuance of dividends, mergers and acquisitions, rights 
issue,\14\ and liquidation or dissolution.\15\
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    \13\ This includes both the division of a stock into smaller 
shares and a reverse stock split that reduces the number of shares 
outstanding and increases the price per share.
    \14\ ``Rights issue'' refers to the issuance of ``rights'' to 
shareholders that entitle them to buy additional shares directly 
from the company in proportion to their existing holdings within a 
prescribed period.
    \15\ Liquidation is the process by which a company sells off its 
assets and closes its business. In liquidation, the company's assets 
are sold and the proceeds are used to pay off creditors. Dissolution 
is the last stage of liquidation, in which the assets and property 
of the company are redistributed.
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    Although corporate actions are undertaken by the issuer, certain 
corporate actions require activity by the Exchange to complete. One 
example of this is the Ex-Date for dividends. When a company declares a 
dividend, its board of directors establishes a record date. This is the 
date a person must be on the company's record as a shareholder to 
receive a dividend payment. Once the record date is set, the ex-
dividend date is also set. For the Nasdaq Stock Exchange, the Ex-Date 
for dividends is generally set one business day prior to the record 
date, but a different date may be established under certain 
circumstances.\16\
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    \16\ See Equity 11, Section 11140. Transactions in Securities 
``Ex-Dividend,'' ``Ex-Rights'' or ``Ex-Warrants'' (``All 
transactions in securities, except ``cash'' transactions, shall be 
``ex-dividend,'' ``ex-rights'' or ``ex-warrants'': (1) on the day 
specifically designated by Nasdaq Regulation after definitive 
information concerning the declaration and payment of a dividend or 
the issuance of rights or warrants has been received at the office 
of Nasdaq Regulation; or (2) on the day specified as such by the 
appropriate national securities exchange . . .'').

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[[Page 54547]]

    The status of an issuer on a listing exchange, as reported by that 
exchange, is typically included in corporate actions products. For 
example, the Nasdaq Stock Exchange establishes requirements for the 
continued listing of issuers and standards for primary equity 
securities.\17\ Nasdaq monitors and disseminates information on 
financial status,\18\ whether there has been a downgrade, and the 
reason for that downgrade, as applicable.
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    \17\ See, e.g., Nasdaq Stock Market Rules 5400 (Nasdaq Global 
Market), Section 5450 (Continued Lising Requirements and Standards 
for Primary Equity Securities) (setting forth a number of standards 
for continued listing, including standards related to market value).
    \18\ The four basic categories of financial status are 
deficient, delinquent, bankrupt and normal. The deficient, bankrupt 
and delinquent categories are not mutually exclusive, and more than 
one of these categories may apply to a particular issuer.
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    Competitor Products
    Nasdaq has identified numerous competitors in the market for 
corporate actions products, none of which file fee changes with the 
Commission as an SRO. A non-exhaustive list of vendors offering 
corporate actions products includes S&P Global, LSEG, Quodd, Barchart, 
Six Financial, Polygon.io, EDI, and FactSet. S&P Global states that its 
``unified Corporate Actions solution helps firms across a range of 
asset classes, market client types and business lines'' with their 
corporate actions processing.\19\ LSEG states that its Equity Corporate 
Actions tracks ``all stocks which are primarily listed (or quoted) on 
200+ key venues . . . .'' \20\ Quodd Financial Information Services, 
Inc. states that it provides ``comprehensive access to global corporate 
actions and dividend content across dozens of data elements.'' \21\ 
Barchart.com, Inc. provides ``corporate actions data on thousands of 
publicly-traded companies.'' \22\ Six Financial Information states that 
its corporate actions product ``[c]overs more than 80 event types with 
the focus on the main event attributes to allow simple tracking of 
corporate actions.'' \23\ Polygon.io, Inc. provides information on 
``company financials, stock market holidays, [and] corporate actions.'' 
\24\ Exchange Data International, Ltd. states that it offers 
``corporate actions data from over 150 exchanges worldwide.'' \25\ 
FactSet Research Systems Inc. advertises that it ``offers a 
comprehensive view of global corporate actions data.'' \26\
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    \19\ See S&P Global Market Intelligence, Corporate Actions, 
available at https://www.spglobal.com/marketintelligence/en/mi/products/corporate-actions.html; see also S&P Global Market 
Intelligence, Corporate Actions Product Brochure, available at 
https://cdn.ihsmarkit.com/www/pdf/0323/SPGI-MI-Corporate-Actions-Brochure.pdf.
    \20\ LSEG Data & Analytics, Equity Corporate Actions, available 
at https://www.lseg.com/en/data-analytics/financial-data/corporate-actions-data/equity-corporate-actions.
    \21\ Quodd Financial Information Services, Inc., QX Digital 
Platform, available at https://quodd.com/universe/.
    \22\ Barchart.com, Inc., Corporate Actions Data, available at 
https://www.barchart.com/solutions/data/company/corporate-actions.
    \23\ Six Financial Information USA Inc., Corporate Action, 
available at https://www.six-group.com/en/products-services/financial-information/display-and-delivery-capabilities/sixflex/corporate-action.html#scrollTo=available-content.
    \24\ Polygon.io, Inc., Stocks API Documentation, available at 
https://polygon.io/docs/stocks/getting-started.
    \25\ Exchange Data International, Ltd., Worldwide Equity 
Corporate Actions, available at https://www.exchange-data.com/product/worldwide-corporate-actions-data/.
    \26\ FactSet Research Systems Inc., New Corporate Actions Report 
is Now Available in the Company/Security Tab, available at https://insight.factset.com/new-corporate-actions-report-is-now-available-in-the-company/security-tab.
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    The New York Stock Exchange, an SRO, offers a corporate actions 
product that is not filed with its other SRO fees. NYSE states that its 
``Corporate Actions package is comprised of several reports providing 
over 60 different corporate actions types for all equities listed on 
NYSE Group (NYSE, NYSE American and NYSE Arca market centers), 
including but not limited to cash dividends, stock dividends, 
distributions, splits, new listings (IPOs), suspensions and 
delistings.'' \27\
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    \27\ New York Stock Exchange, Corporate Actions, available at 
https://www.nyse.com/market-data/corporate-actions (``The Corporate 
Actions of NYSE Group Listings provide daily and intraday event 
updates for securities including stock splits, dividends, rights 
issues, spin-offs, and much more.''); see also NYSE, Corporate 
Actions for NYSE Group Listings, available at https://www.nyse.com/market-data/corporate-actions/corporate-actions-for-nyse-group-listings (providing additional information about the NYSE Corporate 
Actions product).
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    In addition to offering a corporate actions product, NYSE makes 
exchange-specific corporate actions information, such as ex-dates and 
financial status, available on a public website.\28\ NYSE's Corporate 
Actions product is disseminated by NYSE in its capacity as a vendor of 
financial information, not in its capacity as an exchange, and is not 
included in the NYSE rulebook. Nasdaq's proposal to reformulate the 
Daily List is modeled on this structure.
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    \28\ See NYSE Corporate Actions; NYSE Ex-Date Dividends.
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    This is not an exhaustive list of products. For example, Nasdaq as 
a vendor of financial information makes corporate actions information 
from third parties available on its website.\29\
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    \29\ See QuantRocket, Sharadar Data, available at https://www.quantrocket.com/sharadar/ (including corporate event data 
sources from SEC Form 8-K filings with history since 1993).
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    None of these vendors of corporate actions products publish their 
fees. Based on Nasdaq's understanding of the market, the fee range for 
these products appears to be between $3,000 and $12,000 per month or 
more.
Publication of Exchange Information
    The Exchange proposes to publish information that originates from 
the Exchange related to the execution of corporate actions as well as 
issuer status updates on a public website. This Exchange information 
will be published on the following three pages on NasdaqTrader.com (or 
a successor website): Nasdaq Ex-Date; Nasdaq Security Status Updates; 
and When Issued/When Distributed.
    Nasdaq Ex-Date.\30\ The Nasdaq Ex-Date will provide the execution 
date for dividends. The dividend Ex-Date is generally set for stocks 
one business day prior the record date, according to the settlement 
cycle, except under specified circumstances. However, there are 
occasions when Ex-dates are not set one business day prior to the 
record date, such as when a date is floating. Under those 
circumstances, the Ex-Date will be set by the Exchange and provided to 
the public on NasdaqTrader.com or a successor website.
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    \30\ See Nasdaq, Nasdaq Ex-Date, available at https://www.nasdaqtrader.com/Trader.aspx?id=nasdaq-ex-date&from=05%2F01%2F2024&to=05%2F22%2F2024.
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    The Nasdaq Ex-Date page will provide the following fields of 
information: Issue Symbol, Issuer Name, Ex Date, Record Date, and Pay 
Date.
    Nasdaq Security Status Updates.\31\ The execution of corporate 
actions and issuer status under Exchange rules will be published on a 
page dedicated to status updates. These include security additions, 
anticipated additions, deletions (delistings) \32\ and suspensions; 
name and symbol changes; market center changes; \33\ and financial

[[Page 54548]]

status changes \34\ (old financial status, new financial status, and 
downgrade reason, if applicable).
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    \31\ Nasdaq, Nasdaq Security Status Updates, available at 
https://www.nasdaqtrader.com/Trader.aspx?id=nasdaq-security-status-updates&from=05%2F21%2F2024&to=05%2F21%2F2024.
    \32\ Securities pending suspension or delisting are also 
published on the Nasdaq Listing Center. See Nasdaq, Issues Pending 
Suspension or Delisting, available at https://listingcenter.nasdaq.com/IssuersPendingSuspensionDelisting.aspx
    \33\ The three Nasdaq market centers are the Nasdaq Global 
Select Market, the Nasdaq Global Market, and the Nasdaq Capital 
Market.
    \34\ The four basic categories of financial status are 
deficient, delinquent, bankrupt and normal. The deficient, bankrupt 
and delinquent categories are not mutually exclusive, and more than 
one of these categories may apply to a particular issuer.
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    The Nasdaq Security Status Updates page will provide the following 
fields of information: Effective Date, Symbol, Company Name, Issue 
Event, Downgrade Reason, Old Financial Status, and New Financial 
Status.
    When Issued and When Distributed.\35\ Nasdaq will separately 
publish when issued and when distributed information for all Nasdaq 
listed securities. ``When issued'' and ``when distributed'' refer to 
transactions that are made conditionally because a security has been 
authorized but not yet issued or distributed, respectively. Treasury 
securities, stock splits, and new issues of stocks and bonds all can be 
traded on a when-issued or when-distributed basis. This file will 
identify when a security is in either of these two states.
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    \35\ Nasdaq, When Issued and When Distributed Flags, available 
at https://www.nasdaqtrader.com/Dynamic/SymDir/NasdaqWhenIssueWhenDistributed.txt.
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    The file will provide the following fields of information: 
Effective Date, Issue Name, Symbol, When Issued Flag, and When 
Distributed Flag.
    These three pages of information, together with the corporate 
actions information published by issuers and available on the 
Commission's website and other sources, would enable any party to 
assemble its own set of corporate actions information. These pages will 
be updated at the same time as information is updated on the Daily 
List. As such, Nasdaq will have no material advantage in the sale of 
the Daily List relative to any other vendor offering corporate actions 
information.\36\ Nasdaq Ex-Date and Nasdaq Security Status will update 
every 15 minutes between 7:00 a.m. and 10:00 p.m. on trading days, as 
needed (no update will be sent if there are no changes). When Issued 
and When Distributed information will be updated at 8:00 a.m., 11:00 
a.m., and 4:00 p.m. on trading days.
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    \36\ Corporate actions information is not time sensitive in the 
same way as real-time data.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\37\ in general, and furthers the objectives of 
Sections 6(b)(4) and 6(b)(5) of the Act,\38\ in particular, in that it 
provides for the equitable allocation of reasonable dues, fees and 
other charges among members and issuers and other persons using any 
facility, and is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers.
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    \37\ 15 U.S.C. 78f(b).
    \38\ 15 U.S.C. 78f(b)(4) and (5).
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Equitable Allocation of Reasonable Dues, Fees and Other Charges
    The proposed fees are an equitable allocation of reasonable dues, 
fees and other charges because: (i) the Daily List and Fundamental Data 
are subject to competition; (ii) the proposed fees are within the 
prevailing market price for comparable corporate actions products; 
(iii) exchange-specific information related to corporate actions will 
be available on the NasdaqTrader.com or a successor website; and (iv) 
customers can cancel the Daily List and Fundamental Data for any 
reason, including cost.
    The Daily List and Fundamental Data are subject to competition.
    The Commission and the courts have repeatedly expressed their 
preference for competition over regulatory intervention in determining 
prices, products, and services in the securities markets. In Regulation 
NMS, while adopting a series of steps to improve the current market 
model, 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.'' \39\ Similarly, in 
NetCoalition v. Securities and Exchange Commission,\40\ 
(``NetCoalition''), the D.C. Circuit upheld the Commission's use of a 
market-based approach in evaluating the fairness of market data fees 
against a challenge claiming that Congress mandated a cost-based 
approach.\41\ As the court emphasized, the Commission ``intended in 
Regulation NMS that market forces, rather than regulatory requirements' 
play a role in determining the market data . . . to be made available 
to investors and at what cost.'' \42\
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    \39\ See Securities Exchange Act Release No. 51808 (June 9, 
2005), 70 FR 37496, 37499 (June 29, 2005) (``Regulation NMS Adopting 
Release''); see also Securities Exchange Act Release No. 34-79701 
(December 29, 2016), 82 FR 1381 (January 5, 2017) (SR-Nasdaq-2016-
175) (discussion of competition in prior Daily List filing).
    \40\ NetCoalition v. SEC, 615 F.3d 525 (D.C. Cir. 2010).
    \41\ See id. at 534-535
    \42\ Id. at 537.
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    As explained above, Nasdaq has identified numerous competitors in 
the sale of corporate actions products, none of which are required to 
file fee changes with the Commission as an SRO, including S&P Global 
Corporate Actions, LSEG Equity Corporate Actions, and others. Corporate 
actions information is also available from the issuer, as well as in 
corporate filings on the SEC's website. Information on the execution of 
corporate actions on the Nasdaq Exchange as well as information on 
issuer status will be available on NasdaqTrader.com or a successor 
website.
    The publication of all information that originates from the 
Exchange on NasdaqTrader.com, together with the corporate actions 
information published by issuers and available on the Commission's 
website and other sources, would enable any party to assemble its own 
set of corporate actions information. Nasdaq has no unique access to 
information that does not originate with the Exchange, and therefore 
has no inherent competitive advantage relative to any other vendor with 
respect to the gathering and dissemination of such information.\43\
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    \43\ Moreover, corporate action information originating from 
Nasdaq is limited to Nasdaq-listed issuers; Nasdaq has no unique 
information related to issuers not listed on Nasdaq. Most vendors 
sell corporate actions information for companies listing on all 
exchanges.
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    Fundamental Data provides security master and market summary 
statistics on a T+1 basis for Nasdaq securities, as explained above. 
This next-day information can be replicated by any vendor of market 
information and is therefore subject to direct competition.
    Nasdaq estimates that approximately 10 percent of its customers 
that consume Nasdaq US equity data purchase the Daily List.
    The proposed fees are within the range of prevailing market rates.
    The corporate actions products listed above are not subject to 
publication requirements for SRO products, and their fee schedules are 
not published and not on a publicly available price list. Nevertheless, 
based on Nasdaq's experience with and understanding of the market, 
monthly fees for corporate actions products appear to range between 
$3,000 and $12,000 per month or more. The proposal will raise Daily 
List fees to be within the range, at its lower end.
    Exchange-specific information will be available on 
NasdaqTrader.com.
    As explained above, this information will be available on three 
pages: Nasdaq Ex-Date; Nasdaq Security Status Updates; and a When 
Issued/When Distributed page.

[[Page 54549]]

    The information published on NasdaqTrader.com or successor website 
will provide materially the same information as published by NYSE. As 
noted above, the NYSE Corporate Actions product is not an exchange 
product published in NYSE's capacity as an SRO. Nasdaq understands that 
NYSE Corporate Actions is not filed as an SRO product because the 
corporate action information specific to NYSE as an SRO--related to the 
execution of corporate actions and issuer status--is available on the 
NYSE website. With this filing, Nasdaq is proposing to employ the same 
distribution structure currently employed by NYSE.\44\
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    \44\ Nasdaq is considering submission of a filing to withdraw 
the Daily List from the Nasdaq rulebook on a future date. This 
filing, however, is limited to bringing Daily List fees more in line 
with prevailing market prices.
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    The publication of this information, together with the corporate 
actions information published by issuers and available on the 
Commission's website and other sources, would enable any party to 
assemble its own set of corporate actions information. Because the 
information available on NasdaqTrader.com will be updated at the same 
time as the Daily List, Nasdaq will have no material advantage in the 
sale of its corporate actions product relative to any other vendor.
    Customers can cancel these products for any reason, including cost.
    Any Daily List customer would be able to obtain the information 
contained in the Daily List with other corporate actions products, or 
by compiling corporate actions information using publicly available 
data and the information to be published on NasdaqTrader.com. The next-
day information provided with Fundamental Data can be replicated by any 
vendor of market information. The Daily List and Fundamental Data can 
be cancelled by any customer for any reason, including cost.
No Unfair Discrimination
    The Daily List and Fundamental Data are purchased by a mix of 
exchanges, asset managers, hedge funds, banks, and media portals. No 
particular category of customer is more reliant on these products than 
any other category, and therefore none will disparately impacted by the 
proposed price change. As explained above, corporate actions products 
are available from many vendors, and any customer can replace the Daily 
List with any other corporate actions product or assemble such 
information on its own. The same is true for Fundamental Data.
    In summary, the proposed fees are an equitable allocation of 
reasonable dues, fees and other charges because: (i) the Daily List and 
Fundamental Data are subject to competition; (ii) proposed fees are 
within the range of fees for comparable products; (iii) exchange-
specific information related to corporate actions will be available on 
NasdaqTrader.com or a successor website; and (iv) customers can cancel 
the Daily List and Fundamental Data for any reason, including cost. For 
these reasons, the Exchange has provided a substantial basis 
demonstrating that the fee is equitable, fair, reasonable, and not 
unreasonably discriminatory, and therefore consistent with and in 
furtherance of the purposes of the Exchange 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 not necessary or appropriate in 
furtherance of the purposes of the Act.
Inter-Market Competition
    Nothing in the Proposal burdens inter-market competition (the 
competition among self-regulatory organizations).
    First, the Daily List can be replicated by any SRO, or any firm 
that compiles corporate actions information.\45\ To the degree that the 
Daily List includes information about the Exchange's execution of 
corporate actions or issuer status, that same information will be 
publicly available on the NasdaqTrader.com or successor website. The 
remaining corporate actions information is available from issuers, on 
the SEC website, and other sources.
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    \45\ As noted above, NYSE does not file its corporate actions 
product as an SRO product, and the other vendors of corporate 
actions products are not SROs.
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    Nasdaq does not have unique access to the information that is 
provided through the product (except for the Exchange information that 
will be made publicly available), and market participants do not have 
an unqualified need for the information provided. Therefore, the price 
that Nasdaq can charge for the product is constrained by the ability of 
market participants to reduce their demand for the product and the 
ability of competitors to enter the market and profitably undercut any 
supracompetitive price increase.
    If the price of this product were set above competitive levels, 
other vendors could determine whether the product was sufficiently 
attractive to their own customers to warrant incurring the costs 
associated with purchasing it for distribution. Since distributors are 
in competition with one another to attract customers, they must 
continually evaluate their cost base and the value of their product 
offering to customers to determine whether they allow them to maximize 
profitability. This competition for customers provides another check on 
the price for proprietary data products such as the Daily List. To the 
extent that other exchanges seek to develop and market a corporate 
actions product, they are free to do so.
    With respect to Fundamental Data, nothing in the proposal impedes 
the ability of any other SRO from introducing a similar product.
Intra-Market Competition
    Nothing in the Proposal burdens intra-market competition (the 
competition among consumers of exchange data) because the Daily List 
and Fundamental Data are available to any customer under the same fee 
schedule as any other customer, and any market participant that wishes 
to purchase these products can do so on a non-discriminatory basis.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(ii) of the Act.\46\ At any time within 60 days of the 
filing of the proposed rule change, the Commission summarily may 
temporarily suspend such rule change if 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. If the Commission takes such 
action, the Commission shall institute proceedings to determine whether 
the proposed rule should be approved or disapproved.
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    \46\ 15 U.S.C. 78s(b)(3)(A)(ii).
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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.

[[Page 54550]]

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-NASDAQ-2024-027 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-2024-027. 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-NASDAQ-2024-027 and should 
be submitted on or before July 22, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\47\
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    \47\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-14377 Filed 6-28-24; 8:45 am]
BILLING CODE 8011-01-P