[Federal Register Volume 89, Number 187 (Thursday, September 26, 2024)]
[Notices]
[Pages 78926-78928]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-22023]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-101117; File No. SR-NYSE-2024-50]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Adopt New Section 101.01 and Amend Section 103.00 of the NYSE Listed 
Company Manual To Explain the Application of the Domestic and 
International Standards for Initial Listing of Common Equity Securities 
for Foreign Private Issuers

September 20, 2024.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that on September 10, 2024, 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 adopt proposed new Section 101.01 of the 
NYSE Listed Company Manual to explain the application to foreign 
private issuers of the domestic and international standards for initial 
listing of common equity securities. 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 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 minimum quantitative standards for the initial listing of 
common equity securities of domestic companies are set forth in Section 
102.01 (``Minimum Numerical Standards--Domestic Companies--Equity 
Listings'') of the NYSE Listed Company Manual (the ``Manual''). Section 
103.01 (``Minimum Numerical Standards Non-U.S. Companies Equity 
Listings'') of the Manual sets forth minimum quantitative standards for 
the initial listing of common equity securities of foreign private 
issuers.\4\ Notwithstanding the existence of separate listing standards 
for foreign private issuers, Section 103.00 of the Manual provides that 
foreign private issuers may list their common equity securities either 
under the quantitative standards for foreign private issuers set forth 
in Section 103.01 or the Exchange's domestic listing criteria set forth 
in Section 102.01. As stated in Section 103.00, the foreign private 
issuer must meet all of the criteria within the standards under which 
it qualifies for listing, but is not required to meet the requirements 
of both of those sections in order for its common equity securities to 
qualify for listing.
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    \4\ Section 103.00 (``Foreign Private Issuers'') provides that, 
for purposes of the Manual, the terms ``foreign private issuer'' and 
``non-U.S. company'' have the same meaning and are defined in 
accordance with the SEC's definition of foreign private issuer set 
out in Rule 3b-4(c) of the Securities Exchange Act of 1934.
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    It has been the Exchange's experience in recent years that almost 
all foreign private issuer applicants whose common equity securities 
qualify for listing on the Exchange do so by meeting the domestic 
listing requirements of Section 102.01. However, the Exchange has 
become aware that there is a certain level of confusion in the 
marketplace about how to understand the listing standards as they apply 
to foreign private issuer applicants.
    To provide greater clarity as to how the domestic and international 
listing standards relate to each other with regard to the listing of 
common equity securities, the Exchange proposes to adopt proposed new 
Section 101.01 (``Domestic and Foreign Private Issuer Quantitative 
Listing Standards''). As proposed, Section 101.01 would read as 
follows:

101.01 Domestic and Foreign Private Issuer Quantitative Listing 
Standards

    Section 102.01 (``Minimum Numerical Standards--Domestic 
Companies--Equity Listings'') sets forth the minimum quantitative 
standards for the listing of common equity securities of domestic 
companies. In addition, the Exchange also lists applicants that are 
foreign private issuers (as defined in Section 103.00 (``Foreign 
Private Issuers'')) under Section 102.01 where such applicants are 
qualified for listing thereunder. However, if a foreign private 
issuer applicant does not meet all of the requirements for the 
listing of common equity securities applicable to domestic issuers 
under Section 102.01, the Exchange will determine whether such 
foreign private issuer qualifies for listing under the quantitative 
standards for common equity securities set forth in Section 103.01 
(``Minimum Numerical Standards Non-U.S. Companies Equity 
Listings''). It is important

[[Page 78927]]

to note that a foreign private issuer applicant must meet all of the 
requirements for common equity securities of either Section 102.01 
or Section 103.01 in their entirety but is not required to meet the 
requirements of both of Section 102.01 and Section 103.01 in order 
to qualify for listing. Foreign private issuers that list under 
either Section 102.01 or Section 103.01 will be subject to Section 
103.00 and all of the subsections thereunder (except that foreign 
private issuers that list under Section 102.01 are not required to 
comply with Section 103.01), including Sections 103.02 (``Securities 
Exchange Act of 1934''), 103.03 (``Sponsorship by an Exchange Member 
Firm'') and 103.04 (``Sponsored American Depository Receipts or 
Shares (`ADRs')''). All listed foreign private issuers must also 
comply with the applicable corporate governance requirements set 
forth in Section 303A hereof.

    The Exchange proposes to amend Section 103.00 to include a cross-
reference to proposed Section 101.01 and to re-organize the text 
slightly without making any substantive changes by moving the sentence 
defining ``foreign private issuer'' and ``non-U.S. company'' into the 
first paragraph of the rule. The Exchange also proposes to replace 
current references throughout Section 103.00 to ``Alternative Listing 
Standards'' with references to ``alternative listing standards,'' as 
the capitalized term is not used as a defined term in that rule. In 
addition, the Exchange proposes to amend Section 103.00 to clarify that 
a foreign private issuer must meet all of the criteria for common 
equity securities of either Section 102.01 or Section 103.01 but is not 
required to meet the requirements of both of those sections in order 
for its common equity securities to qualify for listing. Finally, the 
Exchange proposes to add the following sentences to Section 103.00 to 
conform to proposed Section 101.01:

    Foreign private issuers that list under either Section 102.01 or 
Section 103.01 will be subject to Section 103.00 and all of the 
subsections thereunder (except that foreign private issuers that 
list under Section 102.01 are not required to comply with Section 
103.01), including Sections 103.02 (``Securities Exchange Act of 
1934''), 103.03 (``Sponsorship by an Exchange Member Firm'') and 
103.04 (``Sponsored American Depository Receipts or Shares 
(`ADRs')''). All listed foreign private issuers must also comply 
with the applicable corporate governance requirements set forth in 
Section 303A hereof.

    The Exchange notes that the proposed amendments would not make any 
substantive change to the applicable initial listing standards. Their 
sole intended effect is to provide additional emphasis of the existing 
relationship between the domestic and international listing standards 
as already articulated in Section 103.00.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act,\5\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act,\6\ in particular, because it 
is designed to prevent fraudulent and manipulative acts and practices, 
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 
and because it is not designed to permit unfair discrimination between 
customers, issuers, brokers, or dealers. The Exchange believes that the 
proposed rule change is consistent with the Act in that it does not 
make any substantive change to the rules as its sole purpose is to 
further investor protection by providing additional clarity with 
respect to the application of the existing quantitative initial listing 
standards that apply to foreign private issuers without making any 
substantive changes to the current rules.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange believes that the proposal will not impose any burden 
on competition that is not necessary or appropriate in furtherance of 
the purposes of Section 6(b)(8) of the Act.\7\
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    \7\ 15 U.S.C. 78f(b)(8).
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    The Exchange believes that the proposal will not impose a burden on 
either intramarket or intermarket competition that is not necessary or 
appropriate in furtherance of the purposes of the Act. The proposed 
rule change is designed simply to provide additional clarity and 
emphasis to the existing initial quantitative listing standards that 
apply to foreign private issuers without making any substantive changes 
to the current rules and, consequently, the Exchange believes that it 
will impose no burden on either intramarket or intermarket competition.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \8\ and Rule 19b-4(f)(6) thereunder.\9\ 
Because the proposed rule change does not: (i) significantly affect the 
protection of investors or the public interest; (ii) impose any 
significant burden on competition; and (iii) become operative prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.\10\
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    \8\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \9\ 17 CFR 240.19b-4(f)(6).
    \10\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change, along 
with a brief description and text of 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 fulfilled this requirement.
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    At any time within 60 days of the filing of such 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 shall institute proceedings under 
Section 19(b)(2)(B) \11\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \11\ 15 U.S.C. 78s(b)(2)(B).
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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

    <bullet> Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or

[[Page 78928]]

    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#0775726b622a64686a6a626973744774626429606871"><span class="__cf_email__" data-cfemail="740601181159171b1919111a0007340711175a131b02">[email protected]</span></a>. Please include 
file number SR-NYSE-2024-50 on the subject line.

Paper Comments

    <bullet> 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-2024-50. 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-NYSE-2024-50 and should be 
submitted on or before October 17, 2024.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-22023 Filed 9-25-24; 8:45 am]
BILLING CODE 8011-01-P


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