[Federal Register Volume 90, Number 72 (Wednesday, April 16, 2025)]
[Notices]
[Pages 16021-16022]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2025-06418]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-102807; File No. SR-NASDAQ-2025-031]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Remove Obsolete Provisions From Annual Listing Fees and Failure To Meet
Listing Standards.
April 10, 2025.
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 April 1, 2025, The Nasdaq Stock Market LLC (``Nasdaq'' or
``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 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 remove obsolete language from the Nasdaq
Rules regarding company listing fees and failure to meet listing
standards.
The text of the proposed rule change is available on the Exchange's
website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings, 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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
Nasdaq proposes to modify Rules 5815(a)(1)(B)(ii)(c)(1)-(2) and
5815(c)(1)(H) to remove obsolete language that describes certain
deficiencies where a timely request for a hearing will not stay the
suspension of the subject company's securities from trading pending the
issuance of a written Panel Decision based on Staff Delisting
Determination (as defined in Nasdaq Rule 5805(h)) letters issued before
October 7, 2024.
Nasdaq also proposes to modify Rule 5910(a)(1)(A)(i) to remove
obsolete language that describes entry fees for the listing of a class
of securities on the Nasdaq Global Market for company applications
submitted prior to January 1, 2024 that result in listing on the Nasdaq
Global Market prior to February 15, 2024.
Nasdaq also proposes to modify Rules, 5910(b)(2)(A)-(D) and (F),
5920(b)(2)(A)-(D) and (G), and 5930(b)(1) to remove obsolete language
that describes all-inclusive annual listing fees applicable until
December 31, 2024 for listings on the Nasdaq Global Market (including
the Nasdaq Global Select Market), the Nasdaq Capital Market, and for
SEEDS and certain other securities, respectively.
Nasdaq is also proposing conforming adjustments, including
renumbering Rule 5815(a)(1)(B)(ii)(c)(2) as Rule
5815(a)(1)(B)(ii)(c)(1) [sic].
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\3\ in general, and furthers the objectives of Sections
6(b)(1) \4\ and 6(b)(5) of the Act,\5\ in particular, in that it is
designed to promote compliance and 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. The proposed change will
eliminate obsolete language from the rules, thereby enhancing the
readability of Nasdaq's rules and preventing confusion about the
applicability of those rules, without making any substantive change to
Nasdaq's rules.
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\3\ 15 U.S.C. 78f(b).
\4\ 15 U.S.C. 78f(b)(1).
\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. Nasdaq does not believe the
proposed rule change, which merely eliminates obsolete provisions and
does not make any substantive change to Nasdaq's rules, will impose any
burden, nor have any impact, on competition.
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
Pursuant to Section 19(b)(3)(A) of the Act \6\ and Rule 19b-4(f)(6)
\7\ thereunder, the Exchange has designated this proposal as one that
effects a change
[[Page 16022]]
that: (i) does not significantly affect the protection of investors or
the public interest; (ii) does not impose any significant burden on
competition; and (iii) by its terms, does not become operative for 30
days after the date of the filing, or such shorter time as the
Commission may designate if consistent with the protection of investors
and the public interest.\8\
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\6\ 15 U.S.C. 78s(b)(3)(A).
\7\ 17 CFR 240.19b-4(f)(6).
\8\ In addition, Rule 19b-4(f)(6) requires a self-regulatory
organization to give the Commission written notice of its intent to
file 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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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act normally does not become operative for 30 days after the date of
its filing. However, Rule 19b-4(f)(6)(iii) \9\ permits the Commission
to designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange requested
that the Commission waive the 30-day operative delay so that the
proposal may become operative immediately upon filing, which in turn,
will allow the Exchange to immediately update its rulebook to remove
the above-mentioned obsolete provisions. This filing does not raise any
novel regulatory issues or any other substantive issues with regard to
the Exchange's rulebook; it simply removes provisions linked to
references dates that have already passed. Accordingly, the Commission
hereby waives the 30-day operative delay and designates the proposed
rule change operative upon filing.\10\
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\9\ 17 CFR 240.19b-4(f)(6)(iii).
\10\ For purposes only of waiving the 30-day operative delay,
the Commission has also considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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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 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.
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-NASDAQ-2025-031 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-2025-031. 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-2025-031 and should
be submitted on or before May 7, 2025.
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\11\ 17 CFR 200.30-3(a)(12), (59).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-06418 Filed 4-15-25; 8:45 am]
BILLING CODE 8011-01-P