[Federal Register Volume 85, Number 248 (Monday, December 28, 2020)]
[Notices]
[Pages 84449-84451]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2020-28515]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-90731; File No. SR-LTSE-2020-22]


Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; 
Notice of Filing of a Proposed Rule Change To Adopt Rules Related to 
Promotional Services and Listing Ceremonies for Listed Companies

December 18, 2020.
    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 December 10, 2020, Long-Term Stock Exchange, Inc. (``LTSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``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

    LTSE proposes to adopt Rule 14.602 to provide for promotional 
services and listing ceremonies that will be offered by the Exchange in 
connection with a Company's approval for listing on the Exchange.
    The text of the proposed rule change is available at the Exchange's 
website at https://longtermstockexchange.com/, at the principal office 
of the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization 
included statements concerning the purpose of and basis for the 
proposed rule change and discussed any comments it received on the 
proposed rule change. The text of 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 of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to adopt Rule 14.602 to provide for 
promotional services and listing ceremonies that will be offered by the 
Exchange in connection with a Company's \3\ approval for listing on the 
Exchange.
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    \3\ ``Company'' means the issuer of a security listed or 
applying to list on the Exchange. See LTSE Rule 14.002(a)(5).
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    Proposed LTSE Rule 14.602 states that in connection with a 
Company's approval for listing, the Exchange offers promotional 
services (including press releases, articles, videos, and podcasts) and 
invites the Company to participate in listing ceremonies.\4\ The 
promotional services would be tailored to meet the needs of the 
Company, and would allow the Company access to media services that 
would support the creation of press releases, articles, videos, and 
podcasts featuring the Company and its personnel. These promotional 
services also would include assistance with distributing such content 
on traditional and social media platforms, including websites operated 
by the Exchange.\5\ A full suite of promotional services will be 
offered to each Company approved to list on the Exchange. Some 
Companies may choose to avail themselves of all promotional services, 
whereas others may choose only a subset of services or none.
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    \4\ If the Exchange expands the menu of promotional services 
offered, or elects to provide new products or services to listed 
Companies, the Exchange will incorporate such changes in a new 
proposed rule change.
    \5\ Such promotional services appear to be commonly provided by 
listing exchanges. See, e.g., The NYSE Listed Company Network, New 
York Stock Exchange LLC, available at https://www.nyse.com/network 
(last visited December 6, 2020) (featuring blog posts and videos 
about listed companies on NYSE).
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    Although the Exchange is only accepting dual-listings at the 
present time, it believes that the decision of a Company to list on the 
Exchange and adopt Long-Term Policies consistent with LTSE Rule 14.425 
is a significant event for which a listing ceremony would be 
appropriate. Accordingly, the Exchange will establish a listing 
ceremony to commemorate a Company becoming listed on the Exchange. The

[[Page 84450]]

Exchange does not have a trading floor or a market site and thus will 
work with each Company to design and plan a listing ceremony that 
reflects the Company's values and mission. The listing ceremony would 
be comparable to ``ringing a bell'' by gathering Company and Exchange 
personnel to celebrate that the Company has listed on the Exchange. The 
listing ceremony may be conducted in-person or remotely. Moreover, the 
absence of a LTSE trading floor or dedicated market site allows the 
Exchange to be flexible in providing listing ceremonies that can be 
more inclusive in terms of the number of Company personnel who may 
attend and the location of the ceremony.\6\
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    \6\ As noted in the order approving LTSE as a national 
securities exchange, LTSE maintains a commercial relationship with 
LTSE Services to leverage the company's technological expertise to 
support the Exchange's software needs. See In the Matter of the 
Application of Long Term Stock Exchange, Inc.; for Registration as a 
National Securities Exchange; Findings, Opinion, and Order of the 
Commission, Exchange Act Release No. 85828 (May 10, 2019), 84 FR 
21841, 21842 (May 15, 2019). LTSE Services also provides 
communications and marketing services to the Exchange. The Exchange 
anticipates that it will use LTSE Services, among other things, to 
draft marketing content for review by the Exchange and the Company, 
produce and edit videos and podcasts, and coordinate listing 
ceremonies, whether done as in-person or remote events.
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    The listing ceremonies in the proposed rule change would be 
comparable to provisions in New York Stock Exchange LLC (``NYSE'') 
Listed Company Manual Section 106.03,\7\ though tailored to address the 
fact that a Company listing on LTSE may be a public company and 
therefore is already trading on LTSE (as well as other national 
securities exchanges). Additionally, the Exchange proposes that its 
listing ceremonies be more inclusive, and does not plan to limit 
listing ceremonies to a particular physical location or solely to a 
Company's directors and officers. The Exchange believes that the 
Company should determine where such ceremonies should take place and 
who should participate in the ceremonies.
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    \7\ See NYSE Listed Company Manual Section 106.03 (``The 
Exchange invites the company's directors and officers to participate 
in listing ceremonies on the first day of trading. . . . The 
Exchange has a public relations area which will coordinate the 
publicity for the event including picture taking on the trading 
floor.'').
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2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the provisions of Section 6 of the Act,\8\ in general, and 
furthers the objectives of Section 6(b)(4) of the Act,\9\ in 
particular, in that it is designed to provide for the equitable 
allocation of reasonable dues, fees, and other charges among the 
Exchange's members and issuers and other persons using its facilities. 
The Exchange also believes that the proposed rule change is consistent 
with Section 6(b)(5) of the Act \10\ in that it is not designed to 
permit unfair discrimination between customers, issuers, brokers, or 
dealers.
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    \8\ 15 U.S.C. 78f.
    \9\ 15 U.S.C. 78f(b)(4).
    \10\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that it is fair and reasonable to offer 
promotional services and listing ceremonies. The Exchange believes that 
the existing U.S. exchange listing market for operating companies is 
essentially a duopoly with the vast majority of operating companies 
listed on U.S. securities exchanges listing on NYSE or Nasdaq Stock 
Market LLC (``Nasdaq''). The Exchange expects to face competition from 
NYSE and Nasdaq as a new entrant into the exchange listing market, and 
believes that offering promotional services and listing ceremonies for 
Companies listing on the Exchange would allow the Exchange to more 
effectively attract Companies to list on the Exchange. The Exchange 
believes that to the extent the Exchange's listing program is 
successful, it will provide a competitive alternative, which will 
thereby benefit companies and investors, and remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, consistent with the protection of investors and the public 
interest.
    The Exchange believes that its proposed offer of promotional 
services and listing ceremonies for listed Companies is fair and not 
unfairly discriminatory because the promotional services and listing 
ceremonies will be offered to all listed Companies on the same terms 
and conditions without differentiation. The scope of promotional 
services and listing ceremonies provided by the Exchange to each 
Company ultimately will depend on which services the Company selects 
insofar as these are optional services for the Company.

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 of the purposes of the Act. To the contrary, 
and as discussed in the Statutory Basis section, LTSE believes that the 
proposed rule change will enhance competition by facilitating LTSE's 
listing program which will allow the Exchange to provide companies with 
another listing option, thereby promoting intermarket competition 
between exchanges in furtherance of the principles of Section 11A(a)(1) 
of the Act \11\ in that it is designed to promote fair competition 
between exchange markets by offering a new listing market to compete 
with Nasdaq and NYSE. Moreover, as a dual listing venue, LTSE expects 
to face competition from existing exchanges because companies have a 
choice to list their securities solely on a primary listing venue. 
Consequently, the degree to which LTSE's promotional services and 
listing ceremonies for listed Companies could impose any burden on 
intermarket competition is extremely limited, and LTSE does not believe 
that such offerings would impose any burden on competing venues that is 
not necessary or appropriate in furtherance of the purposes of the Act.
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    \11\ 15 U.S.C. 78k-1(a)(1).
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    LTSE also does not believe that the proposed rule change will 
result in any burden on intramarket competition since LTSE will offer 
the promotional services and listing ceremonies for all listed 
Companies on the same terms and conditions without differentiation. 
Consequently, LTSE does not believe that the proposal will impose any 
burden on intramarket competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.

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 (i) as the Commission may 
designate up to 90 days of such date 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 shall: (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.

[[Page 84451]]

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 rule-comments@sec.gov. Please include 
File Number SR-LTSE-2020-22 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-2020-22. 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-2020-22, and should be submitted on 
or before January 19, 2021.
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    \12\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020-28515 Filed 12-23-20; 8:45 am]
BILLING CODE 8011-01-P


