[Federal Register Volume 84, Number 134 (Friday, July 12, 2019)]
[Notices]
[Pages 33293-33296]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-14813]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-86327; File No. SR-LTSE-2019-01]
Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.;
Notice of Filing of Proposed Rule Change To Adopt Rule 14.425, Which
Would Require Companies Listed on the Exchange To Develop and Publish
Certain Long-Term Policies
July 8, 2019.
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 25, 2019, the Long-Term Stock Exchange, Inc. (``LTSE'' 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
Pursuant to the provisions of Section 19(b)(1) under the Securities
Exchange Act of 1934 (``Act''),\3\ and Rule 19b-4 thereunder,\4\ the
Exchange is filing with the Commission a proposed rule change to adopt
new Rule 14.425 (Long-Term Policies), which would require companies
listed on the Exchange to develop and publish certain policies that the
Exchange believes will facilitate long-term focus and value creation.
The text of the proposed rule change is available at the Exchange's
website at www.longtermstockexchange.com, at the principal office of
the Exchange, and at the Commission's Public Reference Room.
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\3\ 15 U.S.C. 78s(b)(1).
\4\ 17 CFR 240.19b-4.
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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 these statements may be examined at
the places specified in Item IV below. The self-regulatory organization
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 on the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
On May 10, 2019, the Commission granted the Exchange's application
for registration as a national securities exchange under Section 6 of
the Act,\5\ including approval of rules applicable to the
qualification, listing and delisting of companies on the Exchange. The
Exchange is proposing to enhance its listing requirements by requiring
companies listed on the Exchange (``LTSE-Listed Issuers'') to adopt and
publish the following policies: A Long-Term Stakeholder Policy, a Long-
Term Strategy Policy, a Long-Term Compensation Policy, a Long-Term
Board Policy and a Long-Term Investor Policy, as described further
below. These policies must be consistent with the set of principles
described below.
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\5\ See Securities Exchange Act Release No. 85828 (May 10,
2019), 84 FR 21841 (May 15, 2019).
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Background
Many academics, commentators, market participants,\6\ as well as
current members of the Commission \7\ have
[[Page 33294]]
voiced concerns regarding ``short-termism'' and the risk that some
investors' focus on short-term results could put pressure on companies
to sacrifice long-term value creation in order to reach quarterly or
other short-term expectations. In addition, some commenters believe
that short-term pressures placed on companies have discouraged some
newer companies from conducting initial public offerings \8\ and have
led some public companies to go private.\9\ Indeed, even when companies
do undertake initial public offerings, in recent years, many have
sought to do so in a way that limits the public market's short-term
pressures, by going public much later in their lifecycle \10\ or
retaining for the founders much of the voting control.\11\
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\6\ See, e.g., McKinsey & Company, McKinsey Global Institute,
Measuring the Economic Impact of Short-Termism (February 2017),
available at http://www.mckinsey.com/~/media/mckinsey/
global%20themes/long%20term%20capitalism/
where%20companies%20with%20a%20long%20term%20view%20outperform%20thei
r%20peers/measuring-the-economic-impact-of-short-termism.ashx (``Our
findings show that companies we classify as `long term' outperform
their shorter-term peers on a range of key economic and financial
metrics.''); Aspen Institute, American Prosperity Project (December
2016), available at https://assets.aspeninstitute.org/content/uploads/2017/01/American-Prosperity-Project_Policy-Framework_FINAL-1.3.17.pdf (``Perverse incentives in our corporate governance system
undermine the health of capitalism itself. Short-termism is baked
into our tax system and is evident in the decisions, regulations and
rules that govern corporations and capital markets. Changes to the
rules of the game are a necessary step to rebuild the public's trust
in our economic system.''); Martin Lipton, The New Paradigm (January
11, 2017), available at http://www.wlrk.com/docs/thenewparadigm.pdf
(``The economic impact of a short-term myopic approach to managing
and investing in businesses has become abundantly clear and has been
generating rising levels of concern across a broad spectrum of
stakeholders, including corporations, investors, policymakers and
academics. The proposition that short-term financial activists and
reactive corporate behavior spur sustainable improvements in
corporate performance, and thereby systemically increase rather than
undermine long-term economic prosperity and social welfare, has been
overwhelmingly disproved by the real world experience of corporate
decision-makers as well as a growing body of academic research.'');
Chief Justice Leo Strine, Who Bleeds When the Wolves Bite? A Flesh-
and-Blood Perspective on Hedge Fund Activism and Our Strange
Corporate Governance System (April 2017), available at https://ssrn.com/abstract=2921901 (``Rather, human investors would see great
benefit from reforms encouraging the agents responsible for their
money to adopt the long-term horizon held by their principals, i.e.,
human investors.''); CECP and KKS Advisors, The Economic
Significance of Long-Term Plans (November 2018), available at http://cecp.co/wp-content/uploads/2018/11/Economic-Significance-Final-Report.pdf (``Short-termism in capital markets has increasingly
become a concern for both companies and the investor community'' and
explaining that the authors of the report ``find evidence that
better quality disclosure on themes like corporate purpose and
competitive positioning is linked to larger capital market
reactions''); Travis Baratko, A Times-Mirror Conversation With Sen.
Mark Warner, The Loudoun Times-Mirror (July 27, 2015), available at
http://www.loudountimes.com/news/article/a_loudoun_times_mirror_conversation_with_sen._mark_warner432
(quoting Senator Mark Warner as noting that ``[P]eople being
investors who are only focused on short-termism, too often you can
squeeze a quarterly profit out at the expense of a long-term value
proposition.'').
\7\ See, e.g., Chairman Jay Clayton, Statement Announcing SEC
Staff Roundtable on Short-Term/Long-Term Management of Public
Companies, Our Periodic Reporting System and Regulatory Requirements
(May 20, 2019), available at https://www.sec.gov/news/public-statement/clayton-announcement-short-long-term-management-roundtable
(``An undue focus on short-term results among companies may lead to
inefficient allocation of capital, reduce long-term returns for Main
Street investors, and encumber economic growth''; ``As a result of
increased life expectancy and a shift from defined benefit plans
(e.g., pensions) to defined contribution plans (e.g., 401(k)s and
IRAs), the investing interests and needs of our Main Street
investors have changed. Put simply, our Main Street investors are
more than ever focused on long-term results.''); Chairman Jay
Clayton, Statement on Investing in America for the Long Term (Aug.
17, 2018), available at https://www.sec.gov/news/public-statement/statement-clayton-081718 (``The President has highlighted a key
consideration for American companies and, importantly, American
investors and their families--encouraging long-term investment in
our country. Many investors and market participants share this
perspective on the importance of long-term investing. Recently, the
SEC has implemented--and continues to consider--a variety of
regulatory changes that encourage long-term capital formation while
preserving and, in many instances, enhancing key investor
protections.''); SEC, Press Release, SEC Solicits Public Comment on
Earnings Releases and Quarterly Reports (Dec. 18, 2018), available
at https://www.sec.gov/news/press-release/2018-287 (quoting Chairman
Jay Clayton, ``Our markets thirst for high-quality, timely
information regarding company performance and material corporate
events. We recognize the importance of this information to well-
functioning and fair capital markets. We also recognize the need for
companies and investors to plan for the long term. Our rules should
reflect these realities.''); Commissioner Robert J. Jackson Jr.,
Stock Buybacks and Corporate Cashouts (June 11, 2018), available at
https://www.sec.gov/news/speech/speech-jackson-061118 (``The
increasingly rapid cycling of capital at American public companies
has had real costs for American workers and families. We need our
corporations to create the kind of long-term, sustainable value that
leads to the stable jobs American families count on to build their
futures.'')
\8\ Avi Steinlauf, The Case for Staying Private (and Why IPOs
Are Overrated), Inc., available at https://www.inc.com/avi-steinlauf/why-we-are-staying-private.html (arguing that public
companies are subject to ``short-term market players [that] have no
vested long-term interest'' in the company, while ``private
organizations can preserve their focus on what is truly best for the
organization's overall success''); Maureen Farrell, America's Roster
of Public Companies Is Shrinking Before Our Eyes, Wall Street
Journal (January 6, 2017), available at https://www.wsj.com/articles/americas-roster-of-public-companies-is-shrinking-before-our-eyes-1483545879 (citing University of Michigan Ross School of
Business professor Jerry Davis, who believes that ``[t]he dangers of
being a public company are really evident,'' among them, ``having an
investor base that clamors for short-term stock gains''); Jonathan
Macey, As IPOs Decline, the Market is Becoming More Elitist, L.A.
Times (January 10, 2017), available at http://www.latimes.com/opinion/op-ed/la-oe-macey-ipo-democracy-20170110-story.html (Op-Ed
by professor Macey noting, among other things, that ``[o]ne drawback
to going public is shareholders' sometimes excessive focus on short-
term stock price fluctuations'').
\9\ See, e.g., John Kell, Why Panera Bread Founder Ron Shaich
Sold His Company, Fortune (April 5, 2017) (````I spend about 20% of
my time explaining what I do and what I'm about to do,'' he said.
``I think being private, for Panera, doesn't give us anything other
than it frees us up'' and, on selling to a private investment firm,
``They are thinking about centuries, not decades,'' he said. ``They
are very committed to long term decision making''; Michael Dell,
Going Private is Paying Off for Dell, Wall Street Journal (November
24, 2014) (``As a private company, Dell now has the freedom to take
a long-term view. No more pulling R&D and growth investments to make
in-quarter numbers . . . No more trade-offs between what's best for
a short-term return and what's best for the long-term success of our
customers'').
\10\ See, e.g., Jay R. Ritter, Initial Public Offerings: Median
Age of IPOs Through 2017 (June 13, 2018) available at https://site.warrington.ufl.edu/ritter/files/2018/07/IPOs2017Age.pdf; Gwynn
Guilford, US startups don't want to go public anymore. That's bad
news for Americans (February 1, 2018) available at https://qz.com/1192972/us-startups-are-shunning-ipos-thats-bad-news-for-americans/.
\11\ See, e.g. Jay R. Ritter, Initial Public Offerings: Dual
Class IPOs (December 31, 2018) available at https://site.warrington.ufl.edu/ritter/files/2019/04/IPOs2018DualClass.pdf;
Wall Street Journal Business Blog, The Big Number (August 17, 2015),
available at https://www.wsj.com/articles/the-big-number-1439865699.
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In order to help combat these trends, the Exchange and its
affiliates engaged in a multiyear effort to understand the principles
that promote long-term value creation. LTSE's analysis found that
certain investors are eager to have more relevant information about
long-term policies and certain long-term focused companies wish to
provide such information to investors to increase transparency and
enable their focus to be understood and appreciated. As a result, the
Exchange believes that the proposed rules will begin to introduce a
differentiated choice for issuers and investors that prefer listing
standards explicitly designed to promote long-term focus and value
creation.\12\
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\12\ The Exchange intends to separately propose additional
changes to its listing requirements in the future that the Exchange
believes will further incentivize companies and investors to adopt a
long-term perspective. Any future changes are not a part of this
filing, nor does the mention of such changes serve as notice to the
SEC about any such future filings.
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Long-Term Policies
The proposed rules are based on the belief that transparency of
information relevant to long-term value creation will be valued by both
investors and companies. As a result, the proposed rules would require
LTSE-Listed Issuers to adopt and publish policies that are consistent
with the following long-term principles (collectively, the
``Principles''):
Long-term focused companies should consider a broader
group of stakeholders and the critical role they play in one another's
success;
Long-term focused companies should measure success in
years and decades and prioritize long-term decision-making;
Long-term focused companies should align executive
compensation and board compensation with long-term performance;
Boards of directors of long-term focused companies should
be engaged in and have explicit oversight of long-term strategy; and
Long-term focused companies should engage with their long-
term shareholders.
LTSE believes that the Principles help to identify what policies
are most relevant to long-term value creation.
LTSE-Listed Issuers will have flexibility in developing what they
believe to be appropriate policies for their businesses; however, each
of the required policies must include certain minimum elements, as
described further below, and must be consistent with the Principles.
The Exchange will enforce these provisions by ensuring that each LTSE-
Listed Issuer has addressed all of the elements enumerated in each of
the policies outlined below, consistent with the Principles, and made
the policies publicly available without cost.
(A) Long-Term Stakeholder Policy
Proposed Rule 14.425(a)(1) would require that each LTSE-Listed
Issuer adopt and publish a Long-Term Stakeholder policy explaining how
the issuer operates its business to consider all of the stakeholders
critical to its long-term success. At a minimum, this policy must
include a discussion of (i) the stakeholder groups the LTSE-Listed
Issuer considers critical to long-term success, (ii) the LTSE-Listed
Issuer's impact on the environment and its community, (iii) the LTSE-
Listed Issuer's approach to diversity and inclusion, (iv) the LTSE-
Listed Issuer's approach to investing in its employees, and (v) the
LTSE-Listed Issuer's approach to rewarding its employees and other
stakeholders for contributing to the LTSE-Listed Issuer's long-term
success.
The Exchange believes that companies committed to success over
decades and generations recognize that they must invest in their
employees, consider their impact on the communities in which they
operate, and reward their employees and other stakeholders in order to
achieve their goals. The Exchange also believes that effective long-
term planning is enhanced when companies consider their impact on
various stakeholders and the sustainability of their business, and that
long-term investors generally value such information.
(B) Long-Term Strategy Policy
Proposed Rule 14.425(a)(2) would require that each LTSE-Listed
Issuer adopt and publish a Long-Term Strategy Policy explaining how the
LTSE-Listed Issuer prioritizes long-term strategic decision-making and
long-term success. The Exchange believes that companies should measure
success by years, decades, and generations rather than
[[Page 33295]]
quarter-by-quarter, and this approach should be integrated into
strategic planning and decision-making throughout the organization. The
Long-Term Strategy Policy must define the LTSE-Listed Issuer's long-
term time horizon, and include a discussion of how this time horizon
relates to the LTSE-Listed Issuer's strategic plans, how the LTSE-
Listed Issuer aligns success metrics with that horizon, and how it
implements long-term prioritization throughout the organization. The
disclosure of this policy is designed to increase transparency for
shareholders on the strategic goals of the company's managers and
provide for greater alignment and accountability between a company's
long-term vision and investor expectations. The Exchange believes that
long-term investors value additional transparency enabling them to
better understand how LTSE-Listed Issuers implement their commitment to
long-term focus.
(C) Long-Term Compensation Policy
Proposed 14.425(a)(3) would require that each LTSE-Listed Issuer
adopt and publish a policy explaining the LTSE-Listed Issuer's
alignment of executive financial and non-financial compensation and of
board compensation with the LTSE-Listed Issuer's long-term success and
long-term success metrics. The Exchange believes that long-term focused
companies seek to align the compensation of their executive officers
with the long-term performance of the company. In addition, the
Exchange believes that since the boards of such companies play an
active role in long-term strategy, these companies seek to align the
compensation of their boards to long-term performance as well.
Investors should be able to understand the LTSE-Listed Issuer's
approach to ensuring this alignment.
The Exchange recognizes that much of the information that would
need to be disclosed under proposed Rule 14.425(a)(3) would already be
disclosed by the issuer pursuant to Rule 402 of Regulation S-K.\13\
However, the Exchange believes that requiring LTSE-Listed Issuers to
publish a Long-Term Compensation Policy would still be helpful to long-
term investors, as it would ensure that they have access to a policy
that extracts and possibly expands upon the aspects of an LTSE-Listed
Issuer's long-term compensation program from the CD&A that are most
relevant to a long-term focus.
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\13\ This rule requires each SEC registrant to disclose in its
annual proxy statement all material elements of the registrant's
compensation, awarded to, earned by, or paid to named executive
officers (the ``CD&A''). The CD&A must describe, among other things,
the objectives of the registrant's compensation program and what it
is designed to reward. In addition, Rule 402(b)(2) of Regulation S-K
provides that the CD&A may include ``[t]he policies for allocating
between long-term and currently paid out compensation'' and ``[f]or
long-term compensation, the basis for allocating compensation to
each different form of award (such as relationship of the award to
the achievement of the registrant's long-term goals, management's
exposure to downside equity performance risk, correlation between
cost to registrant and expected benefits to the registrant).''
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(D) Long-Term Board Policy
Proposed 14.425(a)(4) would require that each LTSE-Listed Issuer
adopt and publish a policy explaining the engagement of the LTSE-Listed
Issuer's board of directors in the LTSE-Listed Issuer's long-term
focus, including discussion of whether the board and/or which board
committee(s), if any, have explicit oversight of and responsibility for
long-term strategy and success metrics. The Exchange believes the
boards of directors should be engaged with the LTSE-Listed Issuer's
forward-looking, long-term strategy, rather than serving primarily an
audit function and looking backwards, as many boards seem to today. The
Exchange also believes that investors will find this information
useful.
(E) Long-Term Investor Policy
Proposed 14.425(a)(5) would require that each LTSE-Listed Issuer
adopt and publish a policy explaining how the LTSE-Listed Issuer
engages with long-term investors. The Exchange believes that forward-
thinking companies value long-term investor input and consider their
perspective on company governance as important to the development of
the company's long-term strategy. In addition, based on the Exchange's
conversations with long-term investors, the Exchange believes that such
investors are better able to support a company's long-term approach
when they have sufficient information about it and appropriate
engagement with the company.
(F) Location of Disclosure
Proposed Rule 14.425(c) would require that each LTSE-Listed Issuer
review the policies required by proposed Rule 14.425(a) at least
annually and make such policies available publicly and free of charge
on or through its website. In addition, each LTSE-Listed Issuer would
be required to disclose in its annual proxy statement or, if it does
not file an annual proxy statement, in its annual report on Form 10-K
(or if a foreign private issuer, Form 20-F) filed with the SEC, that
these policies are available on or through its website and provide the
website address. These requirements are intended to ensure that
investors are aware of and have access to the policies required by the
proposed rule.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6 of the Act in general,\14\ and further the objectives of
Section 6(b)(5) of the Act,\15\ in particular, because it is designed
to prevent fraudulent and manipulative acts and practices, to promote
just and equitable principles of trade, to foster cooperation and
coordination with persons engaged in 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.
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\14\ 15 U.S.C. 78f.
\15\ 15 U.S.C. 78f(b)(5).
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As discussed in detail in the Purpose section above, the Exchange
believes that there is growing concern among market observers that
pressures to meet short-term expectations have resulted in negative
consequences for companies, investors and the economy as a whole. The
Exchange believes that the proposed rules would remove impediments to a
free and open market and protect investors and the public interest by
providing the marketplace with a differentiated listing venue choice
that seeks to encourage greater transparency and focus by companies and
investors on long-term issues. Specifically, the proposed rules are
intended to better enable companies to focus on long-term value
creation, potentially enhancing opportunities for capital formation.
The proposed rules are also intended to foster transparency, which
would protect investors and the public interest, particularly those
investors with a long-term focus.
The Exchange will enforce these provisions by ensuring that each
LTSE-Listed Issuer has addressed all of the elements enumerated in each
of the policies, consistent with the Principles, thereby preventing
fraudulent and manipulative acts and practices and promoting just and
equitable principles of trade.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance
[[Page 33296]]
of the purposes of the Act. To the contrary, the Exchange believes that
the proposed rule change will enhance competition between exchange
listing markets in furtherance of Section 11A(a)(1)(C)(ii) of the Act
\16\ and consistent with Section 6(b)(8) of the Act \17\ because it
will provide issuers with a differentiated offering as compared to the
other listing rules existing on other national securities exchanges.
Moreover, as a new listing venue, the Exchange expects to face intense
competition from existing exchanges. Consequently, the degree to which
the proposed listing standards could impose any burden on intermarket
competition is extremely limited because other national securities
exchanges may propose similar listing standards and issuers are able to
list on other national securities exchanges. The Exchange does not
believe that such requirements would impose any burden on competing
venues that is not necessary or appropriate in furtherance of the
purposes of the Act. Further, issuers that do not wish to meet the
Exchange's listing standards are able to list on other national
securities exchanges, and their securities may still trade on the
Exchange through unlisted trading privileges.\18\ Conversely, other
national securities exchanges that do not maintain similar listing
rules would still be able to compete with the Exchange to execute
transactions in securities listed on the Exchange, which would trade on
such other national securities exchanges through unlisted trading
privileges.
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\16\ 15 U.S.C. 78k-1(a)(1)(C)(ii).
\17\ 15 U.S.C. 78f(b)(8).
\18\ 15 U.S.C. 78l(f); 17 CFR 240.12f-2.
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To the extent the Exchange is successful in attracting issuers to
the list on the Exchange, other exchanges or potential new entrants
could respond by adopting their own rules that are designed to foster
long-term value creation.
The Exchange also does not believe that the proposal will impose
any burden on competition between LTSE-Listed Issuers that is not
necessary or appropriate in furtherance of the purposes of the Act
because all companies electing to list on the Exchange will be subject
to the same standards, and subject to the same surveillance and
enforcement of these standards. To the extent that LTSE-Listed Issuers
choose to compete by providing more complete or effective descriptions
and policies in response to this filing, this will provide further
transparency and information to the market and investors.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the Exchange consents, the Commission will:
(A) By order approve or disapprove such proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be disapproved.
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-LTSE-2019-049 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-LTSE-2019-01. 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-LTSE-2019-01 and
should be submitted on or before August 2, 2019.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
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\19\ 17 CFR 200.30-3(a)(12).
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Eduardo Aleman,
Deputy Secretary.
[FR Doc. 2019-14813 Filed 7-11-19; 8:45 am]
BILLING CODE 8011-01-P