4166 Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 

11See Securities Exchange Act Release No. 51808 

(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005). 

12NetCoalition v. SEC, 615 F.3d 525, 539 (DC Cir. 

2010) (quoting Securities Exchange Act Release No. 

59039 (December 2, 2008), 73 FR 74770, 74782–83 

(December 9, 2008) (SR–NYSEArca–2006–21)). 

13 15 U.S.C. 78s(b)(3)(A). 

14 17 CFR 240.19b–4(f). 

15 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2See Securities Exchange Act Release No. 90466 

(November 20, 2020), 85 FR 76129 (‘‘Notice’’). 

3See Section 907.00 of the Manual. 

been remarkably successful in 

promoting market competition in its 

broader forms that are most important to 

investors and listed companies.’’ 11 The 

fact that this market is competitive has 

also long been recognized by the courts. 

In NetCoalition v. Securities and 

Exchange Commission, the D.C. Circuit 

stated as follows: ‘‘[n]o one disputes 

that competition for order flow is 

‘fierce.’ . . . As the SEC explained, ‘[i]n 

the U.S. national market system, buyers 

and sellers of securities, and the brokerdealers that act as their order-routing 

agents, have a wide range of choices of 

where to route orders for execution’; 

[and] ‘no exchange can afford to take its 

market share percentages for granted’ 

because ‘no exchange possesses a 

monopoly, regulatory or otherwise, in 

the execution of order flow from broker 

dealers’. . .’’.12 Accordingly, the 

Exchange does not believe its proposed 

changes to the incentive programs 

impose any burden on 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 

The Exchange neither solicited nor 

received comments on the proposed 

rule change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The foregoing rule change has become 

effective pursuant to Section 19(b)(3)(A) 

of the Act 13 and paragraph (f) of Rule 

19b–4 14 thereunder. 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. If the 

Commission takes such action, the 

Commission will institute proceedings 

to determine whether the proposed rule 

change should be approved or 

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 rule-comments@

sec.gov. Please include File Number 

SR–CBOE–2021–001 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–CBOE–2021–001. 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–CBOE–2021–001 and 

should be submitted on or before 

February 5, 2021. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00816 Filed 1–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–90893; File No. SR–NYSE– 

2020–94] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Order 

Granting Approval of Proposed Rule 

Change To Amend Section 907.00 of 

the Manual To Extend the Period of 

Time for the Entitlement of Certain 

Eligible Issuers To Receive 

Complimentary Products and Services 

Under That Rule 

January 11, 2021. 

I. Introduction 

On November 6, 2020, New York 

Stock Exchange LLC (‘‘NYSE’’ 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 

amend Section 907.00 of the NYSE 

Listed Company Manual (‘‘Manual’’) to 

extend the period of time for certain 

eligible issuers to be entitled to receive 

complimentary products and services 

under the rule. The proposed rule 

change was published in the Federal 

Register on November 27, 2020.2 The 

Commission received no comments on 

the proposal. This order grants approval 

of the proposed rule change. 

II. Description of the Proposal 

As set forth in Section 907.00 of the 

Manual, the Exchange offers certain 

complimentary products and services 

and access to discounted third-party 

products and services through the NYSE 

Market Access Center to currently and 

newly listed issuers, as described on the 

Exchange’s website. In addition, the 

Exchange provides all listed issuers 

with complimentary access to 

whistleblower hotline services (with a 

commercial value of approximately 

$4,000 annually) for a period of 24 

calendar months.3 The Exchange also 

provides additional complimentary 

products and services to certain 

Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 4167 

4See id. 

5For 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). 

6For purposes of Section 907.00, the term 

‘‘Eligible Transfer Company’’ means any U.S. or 

non-U.S. company that transfers its listing of 

common stock or equity securities, respectively, to 

the Exchange from another national securities 

exchange. For purposes of Section 907.00, an 

‘‘equity security’’ means common stock or common 

share equivalents such as ordinary shares, New 

York shares, global shares, American Depository 

Receipts, or Global Depository Receipts. 

7Section 907.00 of the Manual provides for 

separate service entitlements for acquisition 

companies listed under Section 102.06 and the 

issuers of Equity Investment Tracking Stocks listed 

under Section 102.07. See Notice, supra note 2, at 

76129, n.6. 

8 Global market value for an Eligible New Listing 

and Eligible Transfer Company is based on the 

public offering price; if there is no public offering 

in connection with listing on the Exchange, then 

the Exchange shall determine the issuer’s global 

market value at the time of listing for purposes of 

determining whether the issuer qualifies for Tier A 

or B. See Section 907.00 of the Manual. 

9See Section 907.00 of the Manual. The Exchange 

offers to certain companies currently listed on the 

Exchange (‘‘Eligible Current Listings’’) a suite of 

complimentary products and services that vary 

depending on the number of shares of common 

stock (for U.S. issuers) or other equity security (for 

non-U.S. issuers) that a company has issued and 

outstanding. At the conclusion of the 24-month 

period, Eligible New Listings and Eligible Transfer 

Companies would be eligible to receive products 

and services offered to Eligible Current Listings if 

they qualify under Section 907.00 of the Manual. 

See id. 10The Exchange stated that the proposed 

amendment would be applicable to Eligible New 

Listings and Eligible Transfer Companies that list 

on or after the date of Commission approval of the 

proposal. See Notice, supra note 2, at 76129. NYSE 

has stated that it will file a rule proposal to clarify 

in Section 907.00 of the Manual that listed 

companies that began receiving complimentary 

products and services as Eligible New Listings and 

Eligible Transfer Companies under the rule in effect 

prior to approval of this proposal will receive such 

complimentary products and services only for 24 

months from the date of listing, as set forth under 

the prior rule. 

11Eligible New Listings and Eligible Transfer 

Companies will continue to be entitled to 

complimentary whistleblower services for 24 

months, as all listed companies currently receive 

under Section 907.00 of the Manual. See Notice, 

supra note 2, at 76129, n.7. See also Section 907.00 

of the Manual. 

12See proposed Section 907.00 of the Manual. 

See also supra note 9. 

13Specifically, the Exchange proposes to remove 

the following text from Section 907.00: ‘‘In 

addition, Eligible New Listings in both Tier A and 

Tier B that list before April 1, 2018 are eligible to 

receive complimentary corporate governance tools 

(with a commercial value of approximately $50,000 

annually) for a period of 24 calendar months. 

Companies that list on or after April 1, 2018 will 

not be eligible to receive any corporate governance 

tools.’’ 

14 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). 

15 15 U.S.C. 78f(b)(4) and (5). 

16 15 U.S.C. 78f(b)(8). 

17See Securities Exchange Act Release No. 65127 

(Aug. 12, 2011), 76 FR 51449 (Aug. 18, 2011) (SR– 

NYSE–2011–20) (‘‘2011 Approval Order’’). As 

stated above, the products and services offered to 

Eligible New Listings and Eligible Transfer 

Companies discussed herein are provided by thirdparty vendors. In its proposal, the Exchange stated 

that issuers are not forced or required to use the 

complimentary products and services and some 

issuers have selected competing products and 

services. See Notice, supra note 2, at 76130. 

18See Notice, supra note 2, at 76129–30. 

categories of currently and newly listed 

issuers, which complimentary services 

include market surveillance products 

and services (with a commercial value 

of approximately $55,000 annually), 

web-hosting products and services (with 

a commercial value of approximately 

$16,000 annually), web-casting services 

(with a commercial value of 

approximately $6,500 annually), market 

analytics products and services (with a 

commercial value of approximately 

$30,000 annually), and news 

distribution products and services (with 

a commercial value of approximately 

$20,000 annually).4

Section 907.00 of the Manual 

currently provides that the Exchange 

will offer complimentary products and 

services to Eligible New Listings 5 and 

Eligible Transfer Companies 6 based on 

two tiers as follows: 7 (i) for Eligible 

New Listings and Eligible Transfer 

Companies with a global market value 

of $400 million or more, in each case 

calculated as of the date of listing on the 

Exchange,8 the Exchange offers market 

surveillance, market analytics, webhosting, webcasting, and news 

distribution products and services for a 

period of 24 calendar months (‘‘Tier 

A’’); and (ii) for Eligible New Listings 

and Eligible Transfer Companies with a 

global market value of less than $400 

million, in each case calculated as of the 

date of listing on the Exchange, the 

Exchange offers web-hosting, market 

analytics, web-casting, and news 

distribution products and services for a 

period of 24 calendar months (‘‘Tier 

B’’).9 NYSE states that the products and 

services offered to Eligible New Listings 

and Eligible Transfer Companies under 

Section 907.00 of the Manual as part of 

the complimentary offering that is 

limited to those categories of issuers are, 

and under the proposal will continue to 

be, provided solely by third-party 

vendors. 

The Exchange proposes to amend 

Section 907.00 of the Manual to extend 

the period for which Eligible New 

Listings and Eligible Transfer 

Companies that list on or after the date 

of Commission approval of the 

proposal 10 are eligible to receive 

complimentary products and services 

from 24 calendar months to 48 calendar 

months for both Tier A and Tier B 

issuers.11 The complimentary products 

and services offered to Eligible New 

Listings and Eligible Transfer 

Companies for 48 calendar months 

under the proposal will remain the same 

products and services as those currently 

provided to such companies pursuant to 

Section 907.00 of the Manual, as 

described above. At the conclusion of 

the 48-month period, Eligible New 

Listings and Eligible Transfer 

Companies would continue to be 

eligible to receive products and services 

offered to Eligible Current Listings if 

they qualify under Section 907.00 of the 

Manual.12

The Exchange also proposes to 

remove two obsolete provisions of 

Section 907.00 of the Manual that relate 

to entitlements that no longer exist 

because the periods of time for which 

they were effective have ended.13

III. Discussion and Commission’s 

Findings 

The Commission has carefully 

reviewed the proposed rule change and 

finds that it is consistent with the 

requirements of Section 6 of the Act.14

Specifically, the Commission believes it 

is consistent with the provisions of 

Sections 6(b)(4) and (5) of the Act,15 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 is not designed to permit 

unfair discrimination between 

customers, issuers, brokers, or dealers. 

Moreover, the Commission believes that 

the proposed rule change is consistent 

with Section 6(b)(8) of the Act 16 in that 

it does not impose any burden on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Act. 

The Commission believes that the 

Exchange is responding to competitive 

pressures in the market for listings in 

making this proposal.17 The Exchange 

represents that the market for new 

listings and for the retention and 

transfer of listed companies is intensely 

competitive and the Commission 

understands that the Exchange 

competes, in part, by offering 

complimentary services to companies.18

The Exchange states that the purpose of 

this proposal is to attract future new 

listings and transfers and, according to 

4168 Federal Register / Vol. 86, No. 10 / Friday, January 15, 2021 / Notices 

19See Notice, supra note 2, at 76129–30. 

20See Nasdaq Marketplace Rule IM–5900–7. 

21 15 U.S.C. 78f(b)(4). 

22 15 U.S.C. 78f(b)(5). 

23 15 U.S.C. 78f(b)(8). 

24See 2011 Approval Order, supra note 17, 76 FR 

at 51452. See also Exchange Act Release No. 76127 

(Oct. 9, 2015), 80 FR 62584, 62587 (Oct. 15, 2015) 

(SR–NYSE–2015–36) (‘‘2015 Approval Order’’). 

25 15 U.S.C. 78f(b)(4). 

26 15 U.S.C. 78f(b)(5). 

27See 2015 Approval Order, supra note 24, 80 FR 

at 62587. The Commission notes that the Exchange 

also stated that no other company will be required 

to pay higher fees as a result of the proposal and 

that providing the proposed services will have no 

impact on the resources available for its regulatory 

programs. See Notice, supra note 2, at 76130. 

28 15 U.S.C. 78s(b)(2). 

29 17 CFR 200.30–3(a)(12). 

the Exchange, extending the time period 

that products and services are available 

to Eligible New Listings and Eligible 

Transfer Companies will help the 

Exchange to compete for new listings 

and transfers from other exchanges.19 In 

addition, as noted by the Exchange, the 

Nasdaq Stock Market, Inc. (‘‘Nasdaq’’) 

currently provides four years of 

complimentary services to companies 

transferring from NYSE to the Nasdaq 

Global Market that have a market 

capitalization of at least $750 million.20

Accordingly, the Commission believes 

that it is reasonable and consistent with 

Sections 6(b)(4) 21 and 6(b)(5) of the 

Act 22 for the Exchange to extend the 

time period that it offers complimentary 

products and services to Eligible New 

Listings and Eligible Transfer 

Companies that list on or after the date 

of Commission approval of the proposal 

from 24 calendar months to 48 calendar 

months. In addition, the Commission 

believes that the proposal 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.23

The Commission has previously 

found that the package of 

complimentary services offered to 

Eligible New Listings and Eligible 

Transfer Companies is equitably 

allocated among issuers consistent with 

Section 6(b)(4) of the Act.24 The 

Commission notes that all listed 

companies will continue to receive 

some level of free services and that, 

within each tier, all issuers will 

continue to receive the exact same 

package of services, for the same period 

of time. Given that under the proposal 

Eligible New Listings and Eligible 

Transfer Companies within each tier 

will continue to receive the same 

complimentary products and services 

for the same period of time, the 

Commission continues to believe that 

the package of complimentary services 

is equitably allocated among issuers 

consistent with Section 6(b)(4) of the 

Act 25 and the rule does not unfairly 

discriminate between issuers consistent 

with Section 6(b)(5) of the Act.26

The Commission believes that 

describing in the Exchange’s rules the 

products and services available to listed 

companies, their associated values, and 

the length of time for which issuers are 

entitled to receive such services adds 

greater transparency to the Exchange’s 

rules and to the fees applicable to listed 

companies and will ensure that 

individual listed companies are not 

given specially negotiated packages of 

products or services to list, or remain 

listed, which would raise unfair 

discrimination issues under the Act.27

The Commission also believes that it is 

reasonable, and in fact required by 

Section 19(b) of the Act, that the 

Exchange amend its rules to update the 

products and services it offers to 

Eligible Current Listings, Eligible 

Transfer Companies, and Eligible New 

Listings, 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. Based 

on the foregoing, the Commission 

believes that the Exchange has provided 

a sufficient basis for offering Eligible 

New Listings and Eligible Transfer 

Companies complimentary products 

and services for a period of 48 calendar 

months, and that this change does not 

unfairly discriminate among issuers and 

is consistent with the Act. 

Finally, the Commission believes it is 

consistent with the Act for the Exchange 

to remove obsolete provisions of rule 

text in order to provide greater 

transparency to the Exchange’s rules 

and fees and to avoid confusion. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,28 that the 

proposed rule change (SR–NYSE–2020– 

94) be, and it hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.29

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–00817 Filed 1–14–21; 8:45 am] 

BILLING CODE 8011–01–P 

DEPARTMENT OF STATE 

[Public Notice: 11321] 

Call for Expert Reviewers to Submit 

Comments on the Intergovernmental 

Panel on Climate Change (IPCC) 

Working Group III Contribution to the 

Sixth Assessment Report 

The Department of State, in 

cooperation with the United States 

Global Change Research Program 

(USGCRP), requests expert review of the 

second-order draft of the IPCC Working 

Group III (WGIII) contribution to the 

Sixth Assessment Report cycle (AR6), 

including the first draft of the Summary 

for Policymakers (SPM). 

The United Nations Environment 

Programme (UNEP) and the World 

Meteorological Organization (WMO) 

established the IPCC in 1988. As 

reflected in its governing documents, 

the role of the IPCC is to assess on a 

comprehensive, objective, open, and 

transparent basis the scientific, 

technical, and socio-economic 

information relevant to understanding 

the scientific basis of risk of humaninduced climate change, its potential 

impacts, and options for adaptation and 

mitigation. IPCC reports should be 

neutral with respect to policy, although 

they may need to deal objectively with 

scientific, technical, and socioeconomic factors relevant to the 

application of particular policies. The 

principles and procedures for the IPCC 

and its preparation of reports can be 

found at: https://www.ipcc.ch/site/ 

assets/uploads/2018/09/ipccprinciples.pdf and https://www.ipcc.ch/ 

site/assets/uploads/2018/09/ipccprinciples-appendix-a-final.pdf. In 

accordance with these procedures, IPCC 

documents undergo peer review by 

experts and governments. The purpose 

of these reviews is to ensure the reports 

present a comprehensive, objective, and 

balanced view of the subject matter they 

cover. 

As part of the U.S. government 

review—starting January 18, 2021— 

experts wishing to contribute to the U.S. 

government review are encouraged to 

register via the USGCRP Review and 

Comment System (https://

review.globalchange.gov). Instructions 

and the second-order draft will be 

available for download via the system. 

In accordance with IPCC policy, drafts 

of the report are provided for review 

purposes only and are not to be cited or 

distributed. All technical comments 

received that are relevant to the text 

under review will be forwarded to the 

IPCC authors for their consideration. To 

be considered for inclusion in the U.S.