Federal Register / Vol. 80, No. 34 / Friday, February 20, 2015 / Notices 9285 

6The Commission has considered the proposed 

amendment’s impact on efficiency, competition, 

and capital formation. 15 U.S.C. 78c(f). 

7 15 U.S.C. 78k–1(a)(1). 

8 17 CFR 240.608. 

9 15 U.S.C. 78k–1(a)(1)(C)(iii). 

10The participants of the Joint Self-Regulatory 

Organization Plan Governing the Collection, 

Consolidation and Dissemination of Quotation and 

Transaction Information for Nasdaq-Listed 

Securities Traded on Exchanges on an Unlisted 

Trading Privileges Basis (‘‘Nasdaq/UTP Plan’’) also 

proposed to amend the trade reporting requirement 

under the Nasdaq/UTP Plan to require that 

transactions be reported as soon as practicable, but 

no later than 10 seconds following execution. See 

Securities Exchange Act Release No. 73970 

(December 31, 2014), 80 FR 910 (January 7, 2015) 

(File No. S7–24–89) (Notice of Filing of 

Amendment No. 34 to the Nasdaq/UTP Plan). 

11See Securities Exchange Act Release No. 69561 

(May 13, 2013), 78 FR 29190 (May 17, 2013) (File 

No. SR–FINRA–2013–013) (order approving FINRA 

rule to require FINRA members to report over-thecounter transactions in Eligible Securities to FINRA 

as soon as practicable, but no later than 10 seconds 

following execution). 

12 15 U.S.C. 78k–1. 

13 17 CFR 200.30–3(a)(27). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 73912 

(December 22, 2014), 79 FR 78540 (December 30, 

2014) (‘‘Notice’’). 

4See Nasdaq Rule 5101 and 5101–1. 

5See Nasdaq Rule 5810. 

6See Nasdaq Rule 5815. 

7See Notice, supra note 3. 

8 In approving this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

9 15 U.S.C. 78f(b)(5). 

and regulations thereunder,6 and, in 

particular, Section 11A(a)(1) of the Act 7

and Rule 608 thereunder 8 in that it is 

necessary or appropriate in the public 

interest, for the protection of investors 

and the maintenance of fair and orderly 

markets, to remove impediments to, and 

perfect the mechanisms of, a national 

market system. 

The proposal is consistent with 

Section 11A(a)(1)(C)(iii) of the Act,9

which sets forth Congress’ finding that 

it is in the public interest and 

appropriate for the protection of 

investors and the maintenance of fair 

and orderly markets to assure the 

availability to brokers, dealers, and 

investors of information with respect to 

quotations and transactions in 

securities. These goals are furthered by 

the proposed changes requiring that 

Participants report trades as soon as 

practicable, but no later than 10 

seconds, following execution (or 

cancellation, as applicable) as they bring 

the trade reporting requirement more in 

line with current industry practice, as 

the markets have become more 

automated and more efficient. In 

addition, the change will make the trade 

reporting requirement consistent across 

the two transaction reporting plans for 

equity securities 10 and FINRA.11

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 11A of the Act,12 and the rules 

thereunder, that the proposed 

Amendment to the CTA Plan (File No. 

SR–CTA–2014–04) is approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Brent J. Fields, 

Secretary. 

[FR Doc. 2015–03521 Filed 2–19–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74279; File No. SR– 

NASDAQ–2014–102] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Order 

Granting Approval of Proposed Rule 

Change To Require That a Company 

Publicly Disclose the Denial of a 

Listing Application 

February 13, 2015. 

I. Introduction 

On December 11, 2014, 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 

require companies to disclose the denial 

of an initial listing application. The 

proposed rule change was published for 

comment in the Federal Register on 

December 30, 2014.3 The Commission 

received no comments on the proposed 

rule change. This order approves the 

proposed rule change. 

II. Description of Proposed Rule Change 

In its filing, Nasdaq stated that it 

processes between 200 and 300 

applications each year from companies 

seeking to list securities on Nasdaq. 

According to the Exchange, while most 

applicants meet the listing requirements 

(or are prepared to take action to meet 

those requirements before listing) in 

some cases a company does not meet 

the requirements and is not willing, or 

able, to comply. Nasdaq may also deny 

a listing application based on public 

interest concerns even though the 

company meets all quantitative listing 

requirements.4 In either case, Nasdaq 

will inform the company of the 

outcome, and the company may 

withdraw its application before the 

application is formally denied. If the 

company does not withdraw its 

application, then the Nasdaq Listing 

Qualifications Department will issue a 

written denial to the company.5 A 

company denied listing on Nasdaq may 

appeal the denial to a Listing 

Qualifications Hearings Panel 

(‘‘Hearings Panel’’).6

According to Nasdaq, investors view 

a company’s decision to seek initial 

listing on the Exchange as a positive 

development, and companies often 

publicize their intention to apply for 

listing.7 Nasdaq believes that the public 

is therefore interested in the outcome of 

an application for initial listing. Nasdaq 

proposes to require that a company that 

receives a written determination 

denying its application for listing must, 

within four business days, make a 

public announcement in a press release 

or other Regulation FD compliant 

manner about the receipt of the 

determination and the Nasdaq Rule(s) 

upon which the determination is based. 

The company must describe each 

specific basis and concern identified by 

Nasdaq in reaching the determination. If 

the public announcement is not made 

by the company within the time allotted 

or does not include all of the required 

information, Nasdaq will make a public 

announcement with the required 

information and, if the company appeals 

the determination as set forth in Nasdaq 

Rule 5815, the Hearings Panel will 

consider the company’s failure to make 

the public announcement in considering 

whether to list the company. Nasdaq 

also proposes to clarify in Rule 5205 

that a company may withdraw its 

application for initial listing at any time. 

III. Discussion and Commission 

Findings 

After careful review, the Commission 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.8 In particular, the 

Commission finds that the proposed 

rule change is consistent with section 

6(b)(5) of the Act,9 which requires, 

among other things, that the rules of a 

national securities exchange be 

designed to prevent fraudulent and 

manipulative acts and practices, to 

promote just and equitable principles of 

trade, to remove impediments to, and 

perfect the mechanism of, a free and 

open market and a national market 

system and, in general, to protect 


TKELLEY on DSK3SPTVN1PROD with NOTICES
9286 Federal Register / Vol. 80, No. 34 / Friday, February 20, 2015 / Notices 

10Section 18 of the Securities Act of 1933 

(‘‘Securities Act’’) provides federal preemption of 

state blue sky laws for securities listed on certain 

national securities exchanges. 15 U.S.C. 77r. See 

also 17 CFR 230.146. 

11These appeal provisions have been adopted in 

accordance with section 6(b)(7) of the Act. 15 U.S.C. 

78f(b)(7). 

12Section 19(d) of the Act provides, among other 

things, for Commission review of any action selfregulatory organization that, among other things, 

prohibits or limits any person in respect to access 

to service offered by such organization. See U.S.C. 

78s(d). 

13See Notice, supra note 3. 

14 15 U.S.C. 78s(b)(2). 

15 17 CFR 200.30–3(a)(12). 

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

2 15 U.S.C. 78a. 

3 17 CFR 240.19b–4. 

4See Securities Exchange Act Release No. 73944 

(December 24, 2014), 80 FR 85 (SR–NSX–2014–017) 

(‘‘Notice’’). 

5 In approving the proposed rule change, the 

Commission has considered its impact on 

efficiency, competition and capital formation. See 

15 U.S.C. 78c(f). 

6 15 U.S.C. 78f(b)(1) and (b)(3). 

7 15 U.S.C. 78f(b)(5). 

investors and the public interest and are 

not designed to permit unfair 

discrimination between customers, 

issuers, brokers, or dealers. 

The Commission notes that full and 

fair disclosure of information by 

companies is of critical importance to 

financial markets and the investing 

public. According to the Exchange, 

investors view a company’s decision to 

seek initial listing on the Exchange as a 

positive development, and companies 

often publicize their intention to apply 

for listing. The listing of a company on 

a national securities exchange such as 

Nasdaq provides benefits including, 

among others, potential for increased 

stock liquidity and capital raising 

benefits.10 However, there appears to be 

no Exchange requirement for the 

company to publicize when its listing 

application has been denied and 

therefore that the company will not be 

receiving the benefits of an exchange 

listing. 

The Commission believes that the 

public, including potential future 

investors, would find a denial of a 

company’s listing application, just as 

important as the decision to seek an 

exchange listing which, as noted by 

Nasdaq, is often publicized. The 

significance of a denial of listing is also 

underscored by the existence of both the 

right to appeal the denial on Nasdaq and 

the right to obtain Commission review 

of such appeals. Nasdaq rules provide, 

as noted above, for due process to 

appeal a denial of listing.11 Denial of 

listings have also been subject to 

Commission review under section 19(d) 

of the Exchange Act.12

The Commission therefore believes 

that the proposed rule change will help 

provide transparency to future, as well 

as existing, investors about the status of 

a company’s listing application. The 

Commission also believes that Nasdaq’s 

proposal to require that such disclosure 

be made by press release, or other 

Regulation FD compliant manner, will 

permit companies to disseminate this 

important information to the public in 

a broad and inclusive manner and 

should help to ensure for broad public 

access to the denial of listing 

determination and the reasons for the 

denial. 

As described above, the proposal will 

also clarify in Nasdaq’s rules that a 

company may withdraw its application 

for initial listing at any time during the 

review process.13 The decision to seek 

listing and submit a listing application 

is generally a voluntary decision by a 

company. Consistent with this, it is our 

understanding that companies seeking 

listing on Nasdaq are allowed to 

withdraw their voluntary application at 

any time during the process. The 

clarification in Nasdaq’s proposal 

codifies this concept in Nasdaq’s rules. 

The Commission also believes that for, 

the same reasons noted above, 

companies should consider any 

applicable disclosure requirements 

under the federal securities laws if a 

company withdraws its listing 

application with Nasdaq for any reason. 

IV. Conclusion 

It is therefore ordered pursuant to 

section 19(b)(2) of the Act,14 that the 

proposed rule change (SR–NASDAQ– 

2014–102) be, and it hereby is, 

approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2015–03518 Filed 2–19–15; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–74270; File No. SR–NSX– 

2014–017] 

Self-Regulatory Organizations; 

National Stock Exchange, Inc.; Order 

Granting Approval of Proposed Rule 

Change in Connection With a 

Proposed Transaction in Which 

National Stock Exchange Holdings, 

Inc. Will Acquire Ownership of the 

Exchange From the CBOE Stock 

Exchange, LLC 

February 13, 2015. 

I. Introduction 

On December 16, 2014, National 

Stock Exchange, Inc. (‘‘NSX’’ or the 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to section 

19(b)(1) 1 of the Securities Exchange Act 

of 1934 (‘‘Act’’),2 and Rule 19b–4 

thereunder,3 a proposed rule change to 

make certain amendments to its 

corporate governance documents in 

order to effectuate a proposed 

transaction (the ‘‘Transaction’’) in 

which the Exchange will become a 

wholly-owned subsidiary of National 

Stock Exchange Holdings, Inc., a 

Delaware corporation (‘‘NSX 

Holdings’’). The proposed rule change 

was published for comment in the 

Federal Register on January 2, 2015.4

The Commission received no comments 

on the proposal. 

The Commission has reviewed 

carefully the proposed rule change and 

finds that the proposed rule change is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder applicable to a national 

securities exchange.5 In particular, the 

Commission finds that the proposed 

rule change is consistent with sections 

6(b)(1) and (3) of the Act,6 which, 

among other things, require a national 

securities exchange to be so organized 

and have the capacity to be able to carry 

out the purposes of the Act, and to 

enforce compliance by its members and 

persons associated with its members 

with the provisions of the Act, the rules 

and regulations thereunder, and the 

rules of the exchange, and assure the 

fair representation of its members in the 

selection of its directors and 

administration of its affairs, and provide 

that one or more directors shall be 

representative of issuers and investors 

and not be associated with a member of 

the exchange, broker, or dealer. The 

Commission also finds that the proposal 

is consistent with section 6(b)(5) of the 

Act,7 which requires that the rules of the 

exchange be designed to promote just 

and equitable principles of trade, 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. 

II. Discussion 

A. Corporate Structure and Proposed 

Transaction 

Currently, the Exchange is a whollyowned subsidiary of the CBOE Stock 


TKELLEY on DSK3SPTVN1PROD with NOTICES