[Federal Register Volume 83, Number 14 (Monday, January 22, 2018)]
[Notices]
[Pages 3035-3037]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-00977]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-82506; File No. SR-NYSE-2018-01]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change To Amend the Complimentary 
Products and Services Available to Certain Eligible New Listings 
Pursuant to Section 907.00 of the Exchange's Listed Company Manual

January 16, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act''),\2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on January 3, 2018, New York Stock Exchange LLC (``NYSE'' 
or the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I, 
II, and III 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\ 15 U.S.C. 78a.
    \3\ 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 907.00 of the Exchange's Listed 
Company Manual (the ``Manual'') to provide that companies initially 
listed on or after April 1, 2018 will no longer be eligible to receive 
corporate governance tools under the Exchange's services offering. 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

[[Page 3036]]

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 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 Section 907.00 of the Manual to 
provide that companies initially listed on or after April 1, 2018 will 
no longer be eligible to receive corporate governance tools under the 
Exchange's services offering.
    Currently, all Eligible New Listings \4\ are entitled to receive 
complimentary access to corporate governance tools for a period of 24 
calendar months with a commercial value of approximately $50,000).\5\ 
In the Exchange's experience, companies that qualify as Eligible New 
Listings have generally not been interested in utilizing the corporate 
governance tools available as part of the Exchange's services offering. 
Consequently, the Exchange proposes to amend Section 907.00 to 
discontinue its provision of corporate governance tools. Eligible New 
Listings with an initial listing date before April 1, 2018, will 
continue to be eligible to avail themselves of complimentary corporate 
governance tools on the same terms as such services are currently 
offered. Companies whose initial listing date is on or after April 1, 
2018 will no longer be eligible to receive any complimentary corporate 
governance tools.\6\
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    \4\ For the purposes of Section 907.00, the term ``Eligible New 
Listing'' means (i) any U.S. company that lists common stock on the 
Exchange for the first time and any non-U.S. company that lists an 
equity security on the Exchange under Section 102.01 or 103.00 of 
the Manual for the first time, regardless of whether such U.S. or 
non-U.S. company conducts an offering and (ii) any U.S. or non-U.S. 
company emerging from a bankruptcy, spinoff (where a company lists 
new shares in the absence of a public offering), and carve-out 
(where a company carves out a business line or division, which then 
conducts a separate initial public offering).
    \5\ The period of complimentary products and services provided 
to Eligible New Listing Companies begins on the date of listing on 
the Exchange. Notwithstanding the foregoing, however, if an Eligible 
New Listing begins to use a particular product or service provided 
for under Section 907.00 within 30 days of its initial listing date, 
the complimentary period will begin on the date of first use. The 
Exchange's current offering of corporate governance services have a 
commercial value of approximately $50,000 on an annual basis.
    \6\ This rule filing is subject to Commission approval. If the 
Commission does not approve this rule filing prior to April 1, 2018, 
the Exchange will amend this rule filing to propose that the 
complimentary corporate governance services offering provided for in 
Section 907.00 of the Manual will be terminated as of a later date.
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) \7\ of the Act, in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\8\ in particular 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. 
The Exchange believes that the proposed amendment is not unfairly 
discriminatory, as all companies listed on or after April 1, 2018 will 
continue to be eligible to avail themselves of the same services 
offering with the exception of the corporate governance tools offering 
which will be discontinued. It is not unfairly discriminatory to 
continue to offer corporate governance tools to companies listed prior 
to April 1, 2018 on the same terms as they are currently offered, as 
that benefit was part of the services offering that was available at 
the time of those companies' initial listing and may have had some 
influence over their listing decisions. The Exchange further believes 
that the proposed rule change is consistent with Section 6(b)(4) of the 
Act.\9\ In particular, the Exchange has found that companies that 
qualify as Eligible New Listings have generally not been interested in 
utilizing the corporate governance tools available as part of the 
Exchange's services offerings and, therefore, the Exchange believes it 
is reasonable to eliminate such offering.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
    \9\ 15 U.S.C. 78f(b)(4).
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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 that is not necessary or appropriate 
in furtherance of the purpose of the Act. The proposed rule change does 
not impose any burden on competition, as all companies whose initial 
listing occurs on or after April 1, 2018 will be eligible for an 
identical services offering with the exception of the discontinued 
corporate governance tools. In addition, all companies whole [sic] 
initial listing occurs prior to April 1, 2018 will continue to be 
eligible for corporate governance services on the same terms as they 
are currently offered.

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

    Within 45 days of the date of publication of this notice in the 
Federal Register or 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 self-regulatory 
organization consents, the Commission will:
    (A) By order approve or disapprove the 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-NYSE-2018-01 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-2018-01. 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

[[Page 3037]]

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-
NYSE-2018-01, and should be submitted on or before February 12, 2018.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-00977 Filed 1-19-18; 8:45 am]
 BILLING CODE 8011-01-P


