[Federal Register Volume 86, Number 51 (Thursday, March 18, 2021)]
[Notices]
[Pages 14774-14778]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-05562]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-91318; File No. SR-NASDAQ-2021-002]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Filing of Amendment No. 1 and Order Granting Accelerated 
Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To 
Modify and Expand the Package of Complimentary Services Provided to 
Eligible Companies and To Update the Values of Certain Complimentary 
Services

March 12, 2021.

I. Introduction

    On January 8, 2021, The Nasdaq Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to modify and expand the package of complimentary 
services provided to eligible companies and to update the values of 
certain complimentary services. The proposed rule change was published 
in the Federal Register on January 26, 2021.\3\ On February 17, 2021, 
the Exchange filed Amendment No. 1 to the proposed rule change, which 
amended and replaced the proposed rule change in its entirety.\4\ The 
Commission is publishing this notice to solicit comments on the 
proposed rule change, as modified by Amendment No. 1, from interested 
persons and is approving the proposed rule change, as modified by 
Amendment No. 1, on an accelerated basis.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 90955 (January 19, 
2021), 86 FR 7155 (``Notice''). No comments were received on the 
proposal, other than Nasdaq's amendment to the proposed rule change. 
See infra note 4.
    \4\ Amendment No. 1 to the proposed rule change revised the 
proposal to (i) extend the complimentary services period for 
Eligible Switches (as defined below) that have a market 
capitalization of less than $750 million from two to three years, 
thereby eliminating a distinction in the length of the complimentary 
services period between Eligible New Listings (as defined below) and 
Eligible Switches with a market capitalization of under $750 
million; and (ii) make minor technical changes. Amendment No. 1 to 
the proposed rule change is available on the Commission's website at 
https://www.sec.gov/comments/sr-nasdaq-2021-002/srnasdaq2021002-8382244-229339.pdf (``Amendment No. 1'').
---------------------------------------------------------------------------

II. Description of the Proposal, as Modified by Amendment No. 1

    Nasdaq proposes to modify IM-5900-7 regarding the package of 
complimentary services that it offers to eligible listed companies to: 
(i) Eliminate the tier that provides a higher level of services to 
Eligible New Listings \5\ that have a market capitalization of $5 
billion or more; \6\ (ii) extend the complimentary services period for 
all Eligible New Listings and Eligible Switches \7\ that have a market 
capitalization of less than $750 million from two to three years; (iii) 
include a Media Monitoring/Social Listening service, Virtual Event 
service, and certain Environmental, Social and Governance (``ESG'') 
services in the complimentary service package for Eligible New Listings 
and Eligible Switches; and (iv) update the values of certain 
complimentary services and the approximate retail values of the 
complimentary service package offered to each tier of Eligible New 
Listings and Eligible Switches.
---------------------------------------------------------------------------

    \5\ See infra note 8 and accompanying text.
    \6\ Under the proposal, Eligible New Listings with a market 
capitalization of $5 billion or more will receive the same 
complimentary services as Eligible New Listings with a market 
capitalization of $750 million or more.
    \7\ See infra note 9 and accompanying text.
---------------------------------------------------------------------------

    Currently, Nasdaq offers complimentary services under IM-5900-7 to 
a company listing on the Nasdaq Global or Global Select Market (i) in 
connection with an initial public offering in the United States, 
including American Depository Receipts (other than a company listed 
under IM-5101-2); (ii) upon emerging from bankruptcy; (iii) in 
connection with a spin-off or carve-out from another company; (iv) in 
connection with a direct listing as defined in IM-5315-1 (including the 
listing of American Depository Receipts); or (v) in conjunction with a 
business combination that satisfies the conditions in Nasdaq IM-5101-
2(b) (``Eligible New Listing'').\8\ Under IM-5900-7, Nasdaq also offers 
complimentary services to a company (i) switching its listing from the 
New York Stock Exchange (``NYSE'') to the Global or Global Select 
Markets (other than a company listed under IM-5101-2), or (ii) that has 
switched its listing from the NYSE and listed on Nasdaq under IM-5101-2 
after the company publicly announced that it entered into a binding 
agreement for a business combination and that subsequently satisfies 
the conditions in IM-5101-2(b) and lists on the Global or Global Select 
Market in conjunction with that business combination (``Eligible 
Switch'').\9\
---------------------------------------------------------------------------

    \8\ See IM-5900-7(a)(1).
    \9\ See IM-5900-7(a)(2). Nasdaq states that companies switching 
from a national securities exchange other than the NYSE are not 
eligible to receive complimentary services under IM-5900-7. See 
Notice, supra note 3, at 7155 n.3.
---------------------------------------------------------------------------

    The complimentary services that Nasdaq offers currently include a 
whistleblower hotline, investor relations website, disclosure services, 
audio webcasting, market analytic tools, and market advisory tools, 
which may include stock surveillance, global targeting, or an annual 
perception study.\10\ For Eligible New Listings and Eligible Switches, 
Nasdaq offers different tiers of complimentary services packages based 
upon whether the company has a market capitalization of (i) less than 
$750 million; (ii) $750 million or more but less than $5 billion; or 
(iii) $5 billion or more.\11\ Nasdaq states that it believes that the 
complimentary service program offers valuable services to newly listing 
companies, is designed to help ease the transition of becoming a public 
company or switching markets, and makes listing on Nasdaq more 
attractive to these companies.\12\ Nasdaq states that it faces 
competition in the market for listing services and that it believes it 
is reasonable to offer complimentary services to attract and retain 
listings as part of this competition.\13\
---------------------------------------------------------------------------

    \10\ See IM-5900-7(b). According to Nasdaq, in addition, all 
companies listed on Nasdaq receive other standard services from 
Nasdaq, including Nasdaq Online and the Market Intelligence Desk. 
See Notice, supra note 3, at 7155 n.4.
    \11\ See IM-5900-7(c) and (d) for additional detail about the 
types of complimentary services and length of the complimentary 
services period offered to each tier of Eligible New Listings and 
Eligible Switches, respectively. Nasdaq states that it believes that 
it is appropriate to offer different services based on a company's 
market capitalization given that larger companies generally will 
need more and different governance, communication, and intelligence 
services. See Notice, supra note 3, at 7157.
    \12\ See Notice, supra note 3, at 7155.
    \13\ See id. at 7157. Nasdaq further states that all similarly 
situated companies are eligible for the same package of services. 
See id.
---------------------------------------------------------------------------

    Pursuant to the proposed rule change, Nasdaq proposes to eliminate 
the third tier of complimentary services offered to Eligible New 
Listings, such that all Eligible New Listings with market 
capitalization of $750 million or more would be offered the same 
complimentary services package.\14\

[[Page 14775]]

Nasdaq states that this change would simplify the structure of the 
complimentary services package by removing one level of discrimination 
among Eligible New Listings.\15\ Nasdaq states that it does not propose 
to change the tier structure for Eligible Switches because a typical 
Eligible Switch has been an operating entity for a longer period of 
time than a typical Eligible New Listing.\16\ As such, according to 
Nasdaq, Eligible Switches tend to have larger market capitalization, 
larger companies generally will need more services, and accordingly, 
the third tier for the Eligible Switches, which provides more services 
than the second tier, remains appropriate.\17\ Further, Nasdaq proposes 
to extend the complimentary services period for all tiers of Eligible 
New Listings and for Eligible Switches that have a market 
capitalization less than $750 million from two to three years.\18\
---------------------------------------------------------------------------

    \14\ See proposed IM-5900-7(c)(2).
    \15\ See Notice, supra note 3, at 7157.
    \16\ See Amendment No. 1, supra note 4, at 13 n.30.
    \17\ See id.
    \18\ See id. at 8; proposed IM-5900-7(c)(1) and (2) and (d)(1). 
Eligible Switches that have a market capitalization of $750 million 
or more or $5 billion or more would continue to receive 
complimentary services for four years. See proposed IM-5900-7(d)(2) 
and (3).
---------------------------------------------------------------------------

    Moreover, Nasdaq proposes to offer a Media Monitoring/Social 
Listening service and a Virtual Event service to Eligible New Listings 
and Eligible Switches.\19\ The Media Monitoring/Social Listening 
service would track coverage of company mentions, news, and events 
across online and social media and, according to Nasdaq, has a retail 
value of approximately $12,000 per year.\20\ Through the Virtual Event 
service, a company would receive access to a virtual event platform for 
use during one investor or capital market day presentation event, which 
may occur once in the period during which the company is eligible to 
receive services from the complimentary services package.\21\ The 
proposal states that the Virtual Event service has a retail value of 
approximately $20,400.\22\
---------------------------------------------------------------------------

    \19\ See proposed IM-5900-7(b).
    \20\ See proposed IM-5900-7(b).
    \21\ See Notice, supra note 3, at 7156; proposed IM-5900-7(b).
    \22\ See proposed IM-5900-7(b).
---------------------------------------------------------------------------

    Nasdaq states that, given the increased attention from shareholders 
and other stakeholders to ESG disclosure, it proposes to offer Eligible 
New Listings and Eligible Switches an ESG Core service.\23\ The ESG 
Core service would provide companies with access to a software solution 
that would simplify the gathering, tracking, approving, managing and 
disclosing of ESG data, including the most universal and useful ESG 
metrics to provide insight into the sustainability performance of the 
company.\24\ According to the proposal, ESG Core service has a retail 
value of approximately $20,000 per year.\25\ Nasdaq states that, in 
addition, one-time development fees of approximately $1,000 to 
establish the ESG Core product in the first year would be waived.\26\
---------------------------------------------------------------------------

    \23\ See Notice, supra note 3, at 7156.
    \24\ See proposed IM-5900-7(b)(ii).
    \25\ See id.
    \26\ See Notice, supra note 3, at 7156. Nasdaq states that, 
currently, the complimentary service package waives one-time 
development fees of approximately $5,000 to establish the 
complimentary services in the first year for Eligible New Listings 
and Eligible Switches. See id. at 7156 n.11; IM-5900-7(c) and (d). 
According to Nasdaq, with the additional waiver of one-time 
development fees of $1,000 in connection with the ESG Core service, 
the new complimentary service package would provide that one-time 
development fees of approximately $6,000 will be waived. See Notice, 
supra note 3, at 7156 n.11; proposed IM-5900-7(c) and (d).
---------------------------------------------------------------------------

    Nasdaq also proposes to offer Eligible New Listings and Eligible 
Switches that have a market capitalization of $750 million or more an 
ESG Education and Sector Benchmarking service, whereby companies will 
receive access to ESG education, insight, and sector benchmarks to help 
them understand the ESG landscape.\27\ According to Nasdaq, the service 
would provide insight into capital invested in ESG strategies, an 
overview of ESG frameworks, insight into ESG rating providers, and 
other ESG information, and the sector benchmarks would provide 
transparency into aggregated ESG disclosure practices for the company's 
specified sector.\28\ The proposal states that the ESG Education and 
Sector Benchmarking service has a retail value of approximately $30,000 
per year.\29\
---------------------------------------------------------------------------

    \27\ See proposed IM-5900-7(b)(i).
    \28\ See Notice, supra note 3, at 7156.
    \29\ See proposed IM-5900-7(b)(i).
---------------------------------------------------------------------------

    Nasdaq states that Eligible New Listings and Eligible Switches that 
have a market capitalization less than $750 million would be eligible 
to receive the ESG Core service, while Eligible New Listings and 
Eligible Switches that have a market capitalization of $750 million or 
more would be eligible to receive the ESG Core service and the ESG 
Education and Sector Benchmarking service.\30\ According to Nasdaq, it 
believes that offering different ESG services based on a company's 
market capitalization is not unfairly discriminatory because larger 
companies generally will need more and different ESG services, and the 
distinction based on market capitalization is clear and 
transparent.\31\
---------------------------------------------------------------------------

    \30\ See Notice, supra note 3, at 7156.
    \31\ See id. at 7157.
---------------------------------------------------------------------------

    Nasdaq states that it believes that offering the Media Monitoring/
Social Listening service, the Virtual Event service, and the ESG 
services to public companies would help them fulfill their 
responsibilities as public companies and provide information important 
for communicating with their investors.\32\ Nasdaq states that no 
company is required to use these services as a condition of 
listing.\33\
---------------------------------------------------------------------------

    \32\ See Amendment No. 1, supra note 4, at 10.
    \33\ See Notice, supra note 3, at 7156-57. If a company chooses 
to discontinue the services, there would be no effect on the 
company's continued listing on the Exchange. See id.
---------------------------------------------------------------------------

    Nasdaq states that proposed IM-5900-7 would describe the 
complimentary service package applicable to eligible companies listing 
on or after the effective date of this proposed rule change.\34\ Nasdaq 
also states that to improve transparency and ease the application of 
the rules, it proposes to adopt IM-5900-7A to describe the current 
complimentary service package applicable to eligible companies that 
list before the effective date of the proposed rule change.\35\ Nasdaq 
represents that proposed IM-5900-7 is intended to be substantively 
identical to proposed IM-5900-7A, except as modified by this 
proposal.\36\
---------------------------------------------------------------------------

    \34\ See id. at 7156. Nasdaq proposes to revise the title of IM-
5900-7 to specify that the rule would apply to eligible companies 
listing on or after the effective date of the proposed rule change. 
See proposed IM-5900-7.
    \35\ See Notice, supra note 3, at 7156. The Commission notes 
that, although proposed IM-5900-7A is substantively identical to 
current IM-5900-7, Nasdaq proposes to update the values of certain 
complimentary services and the total retail values of the 
complimentary service package offered to each tier of Eligible New 
Listings and Eligible Switches in IM-5900-7A. See infra note 39 and 
accompanying text.
    \36\ See Notice, supra note 3, at 7156.
---------------------------------------------------------------------------

    Nasdaq states, with respect to the proposal to extend the 
complimentary services period for Eligible New Listings and for 
Eligible Switches that have a market capitalization of less than $750 
million, that it believes that it is appropriate to offer complimentary 
services for a longer period to those Eligible New Listings and 
Eligible Switches that list after approval of this proposal than would 
be provided to those companies already listed on Nasdaq, because the 
purpose of the proposal is to attract future listings and this 
competitive purpose would not be served by providing the complimentary 
services for an extended period to companies that are already 
listed.\37\ Nasdaq also states that it expects that

[[Page 14776]]

companies that consider listing on Nasdaq after the proposal is 
approved will take the enhanced offering into account when choosing 
their listing market and budgeting for their needs that are met by the 
complimentary services, whereas existing listed companies will have 
made their market choice and undertaken their financial planning on the 
basis of the current services offering and therefore will not be harmed 
by the proposed change.\38\
---------------------------------------------------------------------------

    \37\ See Amendment No. 1, supra note 4, at 13-14.
    \38\ See Notice, supra note 3, at 7157.
---------------------------------------------------------------------------

    Finally, Nasdaq proposes to update the stated values of the 
services described in proposed IM-5900-7, IM-5900-8, and IM-5900-7A to 
reflect their current values.\39\ Nasdaq represents that no other 
company would be required to pay higher fees as a result of the 
proposed amendments and that providing this service will have no impact 
on the resources available for its regulatory programs.\40\
---------------------------------------------------------------------------

    \39\ See id. at 7157. Specifically, Nasdaq proposes to update 
the stated retail values of services described in proposed IM-5900-7 
and IM-5900-7A as follows: Investor Relations website service from 
$17,000 to $17,600 per year; Audio Webcasting service from $7,000 to 
$7,800 per year; and Global Targeting service from $44,000 to 
$48,000 per year. See proposed IM-5900-7, IM-5900-7A, and IM-5900-8. 
Nasdaq also proposes to make corresponding revisions to the stated 
total retail value of services per year that is provided to each 
tier of Eligible New Listings and Eligible Switches. See proposed IM 
5900-7 and IM-5900-7A.
    \40\ See Notice, supra note 3, at 7157. Nasdaq also represents 
that the proposed rule change will help ensure that individual 
listed companies are not given specially negotiated packages of 
products or services to list, or remain listed. See id. at 7158.
---------------------------------------------------------------------------

III. Discussion and Commission's Findings

    The Commission has carefully reviewed the proposed rule change, as 
modified by Amendment No. 1, and finds that it is consistent with the 
requirements of Section 6 of the Act.\41\ Specifically, the Commission 
believes the proposed rule change, as modified by Amendment No. 1, is 
consistent with the provisions of Sections 6(b)(4) and (5) of the 
Act,\42\ in particular, in that it is designed to provide for the 
equitable allocation of reasonable dues, fees, and other charges among 
Exchange members, issuers, and other persons using the Exchange's 
facilities, and, in general to protect investors and the public 
interest and is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers. Moreover, the Commission 
believes that the proposed rule change, as modified by Amendment No. 1, 
is consistent with Section 6(b)(8) of the Act \43\ in that it does not 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act.
---------------------------------------------------------------------------

    \41\ 15 U.S.C. 78f. In approving this proposed rule change, the 
Commission has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
    \42\ 15 U.S.C. 78f(b)(4) and (5).
    \43\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    The Commission believes that it is consistent with the Act for 
Nasdaq to eliminate the third tier of complimentary services offered to 
Eligible New Listings. Under the proposal, all Eligible New Listings 
with a market capitalization of $750 million or more would be offered 
the same complimentary services package for three years. Therefore, 
this change would have the effect of treating any company with a market 
capitalization at or above $750 million the same in terms of the 
complimentary services provided upon listing, whereas under the current 
rule Eligible New Listings with a market capitalization of $5 billion 
or more received more complimentary services than other Eligible New 
Listings. The Commission notes that the stated total retail value of 
the complimentary services packages offered to Eligible New Listings 
with a market capitalization of $5 billion or more would increase under 
the proposal when such companies are included in the revised market 
capitalization tier of $750 million or more, notwithstanding the 
elimination of the third tier.\44\ Eligible Switches under the proposal 
will still maintain their existing three tier structure, which includes 
the highest tier applicable to Eligible Switches with market 
capitalizations of $5 billion or more. Nasdaq states that Eligible 
Switches tend to have a larger market capitalization than Eligible New 
Listings and these larger companies generally will need more services, 
and therefore it believes that retaining the third tier for Eligible 
Switches remains appropriate.\45\
---------------------------------------------------------------------------

    \44\ According to Nasdaq, the total retail value of the 
complimentary services package that would be made available to 
Eligible New Listings with a market capitalization of $5 billion or 
more that list before the effective date of the proposed rule change 
is up to approximately $186,400 per year, and the complimentary 
services would be offered for two years. See proposed IM-5900-
7A(c)(3). Also according to Nasdaq, the total retail value of the 
complimentary services package that would be made available to 
Eligible New Listings with a market capitalization of $750 million 
or more that list on or after the effective date of the proposed 
rule change is up to approximately $200,400 per year, with respect 
to complimentary services that would be offered for three years, and 
the company would receive one Virtual Event during that period with 
a retail value of approximately $20,400. See proposed IM-5900-
7(c)(2).
    \45\ See supra notes 16-17 and accompanying text.
---------------------------------------------------------------------------

    The Commission believes that it is consistent with the Act for 
Nasdaq to extend the complimentary services period offered to all 
Eligible New Listings and for Eligible Switches that have a market 
capitalization of less than $750 million from the current two years to 
three years. Under the proposal, the complimentary services period 
offered to Eligible Switches that have a market capitalization of $750 
million or more but less than $5 billion, or that have a market 
capitalization of $5 billion or more, will remain at four years. 
Therefore, under the proposal, Eligible New Listings and Eligible 
Switches that have a market capitalization of less than $750 million 
would continue to have a complimentary services period of the same 
length. In addition, the proposal would reduce the discrepancy between 
the length of the complimentary services period offered to these 
companies and the length of the complimentary services period offered 
to Eligible Switches with a market capitalization of $750 million or 
more.
    The Commission also believes that it is consistent with the Act for 
Nasdaq to offer Media Monitoring/Social Listening, Virtual Event, and 
ESG services to Eligible New Listings and Eligible Switches. Nasdaq 
states that it believes that offering the Media Monitoring/Social 
Listening service and Virtual Event service to public companies 
promotes just and equitable principles of trade and protects investors 
and the public interest by helping Eligible New Listings and Eligible 
Switches fulfill their responsibilities as public companies through 
enhanced stakeholder engagement.\46\ Further, Nasdaq states that 
offering the ESG Core service and the ESG Education and Sector 
Benchmarking service similarly promotes just and equitable principles 
of trade and protects investors and the public interest by allowing 
Nasdaq-listed companies to enhance ESG disclosure relevant to 
shareholders investment decisions.\47\ In addition, Nasdaq states that 
no company is required to use these complimentary services.\48\ 
Further, Nasdaq states that offering different ESG services based on a 
company's market capitalization is not unfairly discriminatory because 
larger companies generally will need more and different ESG services, 
and that the distinction based on market capitalization is clear and 
transparent.\49\
---------------------------------------------------------------------------

    \46\ See Notice, supra note 3, at 7157.
    \47\ See id.
    \48\ See id.
    \49\ See supra note 31 and accompanying text.
---------------------------------------------------------------------------

    The Commission believes that Nasdaq is responding to competitive 
pressures in the market for listings in making this proposal. Nasdaq 
states in its proposal that it faces competition in the market

[[Page 14777]]

for listing services and that it competes, in part, by offering 
complimentary services to companies.\50\ Specifically, Nasdaq is 
increasing the types of complimentary services offered and, in certain 
instances, expanding the complimentary services period for Eligible New 
Listings and Eligible Switches that list on or after the effective date 
of the proposed rule change. Nasdaq states that it believes that it is 
appropriate to offer complimentary services for a longer period for 
Eligible New Listings and certain Eligible Switches that list after 
this date because the competitive purpose of the proposal, to attract 
future listings, would not be served by extending the period of 
complimentary services for companies that are already listed.\51\ 
Nasdaq also states that existing listed companies would not be harmed 
by the proposal because they have already made their market choice and 
planned their budget on the basis of the current services offering.\52\ 
The Commission believes that it is reasonable and consistent with 
Sections 6(b)(4) and 6(b)(5) of the Act \53\ for the Exchange to expand 
the types of complimentary services and the length of the complimentary 
services period offered to Eligible New Listings and Eligible Switches 
that list on or after the effective date of the proposed rule change. 
In addition, the Commission believes that the proposed rule reflects 
the current competitive environment for exchange listings among 
national securities exchanges, and is appropriate and consistent with 
Section 6(b)(8) of the Act.\54\
---------------------------------------------------------------------------

    \50\ See supra note 13 and accompanying text.
    \51\ See supra note 37 and accompanying text.
    \52\ See supra note 38 and accompanying text.
    \53\ 15 U.S.C. 78f(b)(4) and (5).
    \54\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------

    As noted in the Commission's previous order approving IM-5900-7, 
Section 6(b)(5) of the Act does not require that all issuers be treated 
the same; rather, the Act requires that the rules of an exchange not 
unfairly discriminate between issuers.\55\ In addition, the Commission 
believes that describing in the Exchange's rules the products and 
services available to listed companies and their associated values, as 
well as the length of time companies are entitled to receive such 
services, will ensure that individual listed companies are not given 
specially negotiated packages of products or services to list, or 
remain listed, that would raise unfair discrimination issues under the 
Act.\56\ The Commission has previously found that the package of 
complimentary services offered to Eligible New Listings and Eligible 
Switches is equitably allocated among issuers consistent with Section 
6(b)(4) of the Act and that describing the values of the services adds 
greater transparency to the Exchange's rules and to the fees applicable 
to such companies.\57\ Based on the foregoing, the Commission believes 
that Nasdaq has provided a sufficient basis for (i) eliminating the 
third tier based on market capitalization for complimentary services 
offered to Eligible New Listings; (ii) extending the complimentary 
services time period for Eligible New Listings and for Eligible 
Switches with a market capitalization of less than $750 million from 
two to three years; (iii) adding the Media Monitoring/Social Listing 
service, Virtual Event service, and certain ESG services to the 
complimentary services package offered to Eligible New Listings and 
Eligible Switches; and (iv) implementing these changes for companies 
listing on or after the effective date of the proposed rule change. The 
Commission believes that the proposal does not unfairly discriminate 
among issuers and is therefore consistent with Section 6(b)(5) of the 
Act. For similar reasons, the Commission believes that the packages of 
complimentary services to be offered pursuant to Nasdaq's proposal are 
equitably allocated among issuers consistent with Section 6(b)(4) of 
the Act.
---------------------------------------------------------------------------

    \55\ 15 U.S.C. 78f(b)(5); see also Securities Exchange Act 
Release No. 65963 (December 15, 2011), 76 FR 79262, 79266 (December 
21, 2011) (approving NASDAQ-2011-122) (``2011 Approval Order'') 
(``The Commission believes that NASDAQ has provided a sufficient 
basis for its different treatment of Eligible Switches and that this 
portion of NASDAQ's proposal meets the requirements of the Act in 
that it reflects competition between exchanges, with NASDAQ offering 
discounts for transfers of listings from a competing exchange.'').
    \56\ See Securities Exchange Act Release No. 79366 (November 21, 
2016), 81 FR 85663, 85665 (November 28, 2016) (approving NASDAQ-
2016-106) (``2016 Approval Order'') (citing Securities Exchange Act 
Release No. 65127 (August 12, 2011), 76 FR 51449, 51452 (August 18, 
2011) (approving NYSE-2011-20)). The Commission notes that Nasdaq 
represents that no other company will be required to pay higher fees 
as a result of the proposal, that the proposal will have no impact 
on the resources available for its regulatory programs, and that the 
proposal will help to ensure that individual listed companies are 
not given specially negotiated packages of products or services to 
list, or remain listed. See supra note 40 and accompanying text.
    \57\ See 2016 Approval Order, supra note 56, at 85665; 2011 
Approval Order, supra note 55, at 79266.
---------------------------------------------------------------------------

    The Commission also believes that it is reasonable, and in fact 
required by Section 19(b) of the Act, that Nasdaq amend its rules to 
update the products and services it offers to Eligible New Listings, 
Eligible Switches, and other Acquisition Companies listed under IM-
5101-2, including the time periods for which such products and services 
are offered and the commercial value of such products and services. 
This provides greater transparency to the Exchange's rules and the 
fees, and the value of free products and services, applicable to listed 
companies.
    Finally, the Commission finds that it is consistent with Section 
6(b)(5) of the Act \58\ for Nasdaq to make various technical and 
conforming revisions to facilitate clarity of its rules.
---------------------------------------------------------------------------

    \58\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

IV. Solicitation of Comments on Amendment No. 1 to the Proposed Rule 
Change

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether Amendment No. 1 
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 rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2021-002 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-2021-002. 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

[[Page 14778]]

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-NASDAQ-2021-002 and should 
be submitted on or before April 8, 2021.

V. Accelerated Approval of the Proposed Rule Change, as Modified by 
Amendment No. 1

    The Commission finds good cause to approve the proposed rule 
change, as modified by Amendment No. 1, prior to the thirtieth day 
after the date of publication of notice of the filing of Amendment No. 
1 in the Federal Register. The Commission notes that the original 
proposal was published for comment in the Federal Register,\59\ and the 
Commission did not receive any comments other than Nasdaq's amendment 
to the proposed rule change. The Commission also notes that while in 
the current rule, the complimentary services period for Eligible New 
Listings and for Eligible Switches with a market capitalization of less 
than $750 million is two years, the original proposal would have 
extended this period to three years for Eligible New Listings only. By 
amending the proposal to extend the complimentary services period for 
Eligible Switches with a market capitalization of less than $750 
million from two to three years, Amendment No. 1 eliminates what would 
have been a new difference between the length of the complimentary 
services period offered to Eligible Switches with a market 
capitalization of less than $750 million and the length of the 
complimentary services period offered to Eligible New Listings. This 
change, and the other minor clarifying changes in Amendment No. 1, 
assist the Commission in evaluating the Exchange's proposal and in 
determining that it is consistent with the Act. Accordingly, the 
Commission finds good cause, pursuant to Section 19(b)(2) of the 
Act,\60\ to approve the proposed rule change, as modified by Amendment 
No. 1, on an accelerated basis.
---------------------------------------------------------------------------

    \59\ See Notice, supra note 3.
    \60\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\61\ that the proposed rule change (SR-NASDAQ-2021-002), as 
modified by Amendment No. 1, be, and it hereby is, approved on an 
accelerated basis.
---------------------------------------------------------------------------

    \61\ Id.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\62\
---------------------------------------------------------------------------

    \62\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021-05562 Filed 3-17-21; 8:45 am]
BILLING CODE 8011-01-P


