Federal Register / Vol. 89, No. 249 / Monday, December 30, 2024 / Notices 106715 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 See Securities Exchange Act Release No. 96282 

(November 9,2022), 87 FR 68788 (November 16, 

2022) (Notice of Filing and Immediate Effectiveness 

of File No. SR–NASDAQ–2022–059) (temporary 

amendments expiring on January 31, 2023). 

4 See Securities Exchange Act Release No. 90390 

(November 10, 2020), 85 FR 73302 (November 17, 

2020) (Notice of Filing and Immediate Effectiveness 

of File No. SR–NASDAQ–2020–076). 

5 See Securities Exchange Act Release No. 90774 

(December 22, 2020), 85 FR 86614 (December 30, 

2020) (Notice of Filing and Immediate Effectiveness 

of File No. SR–NASDAQ–2020–092); Securities 

Exchange Act Release No. 91763 (May 4, 2021), 86 

FR 25055 (May 10, 2021) (Notice of Filing and 

Immediate Effectiveness of File No. SR–NASDAQ– 

2021–033); Securities Exchange Act Release No. 

92911 (September 9, 2021), 86 FR 51395 (September 

15, 2021) (Notice of Filing and Immediate 

Effectiveness of File No. SR–NASDAQ–2021–067); 

Securities Exchange Act Release No. 93852 

(December 22, 2021), 86 FR 74201 (December 29, 

2021) (Notice of Filing and Immediate Effectiveness 

of File No. SR–NASDAQ–2021–104); Securities 

Exchange Act Release No. 94610 (April 5, 2022), 87 

FR 21225 (April 11, 2022) (Notice of Filing and 

Immediate Effectiveness of File No. SR–NASDAQ– 

2022–028); Securities Exchange Act Release No. 

95436 (August 5, 2022), 87 FR 49624 (August 11, 

2022) (Notice of Filing and Immediate Effectiveness 

of File No. SR–NASDAQ–2022–044); Securities 

Exchange Act Release No. 96282 (November 

9,2022), 87 FR 68788 (November 16, 2022) (Notice 

of Filing and Immediate Effectiveness of File No. 

SR–NASDAQ–2022–059). 

6 See Securities Exchange Act Release No. 97403 

(April 28, 2023), 88 FR 28645 (May 4, 2023) (SR– 

FINRA–2023–008). 

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–NYSEARCA–2024–89 and should be 

submitted on or before January 21, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–30903 Filed 12–27–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–102006; File No. SR– 

NASDAQ–2024–085] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Amend 

Exchange Rules 1015, 9261, 9341, 9524 

and 9830 To Permit Hearings by Video 

Conference 

December 19, 2024. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on December 

19, 2024, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I, II, 

and III, below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Exchange Rules 1015, 9261, 9341, 9524 

and 9830 to allow for video conference 

hearings before the Office of Hearing 

Officers (‘‘OHO’’) and the Exchange 

Review Council (‘‘ERC’’) under 

specified conditions. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, 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 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The Exchange proposes to harmonize 

Exchange Rules 1015, 9261, 9341, 9524 

and 9830 with changes by the Financial 

Industry Regulatory Authority, Inc. 

(‘‘FINRA’’) to its Rules 1015, 9261, 9341, 

9524 and 9830 that would allow for the 

use of video conference for reasons in 

addition to COVID–19. The proposal 

also deletes expired references to 

temporary amendments.3 The Exchange 

originally filed proposed rule change 

SR–NASDAQ–2020–076, which allowed 

the Exchange’s Office of Hearing 

Officers (‘‘OHO’’) and the Exchange 

Review Council (‘‘ERC’’) to conduct 

hearings, on a temporary basis, by video 

conference, if warranted by the COVID– 

19-related public health risks posed by 

an in-person hearing.4 These were 

extended several times due to the 

continuing public health risks and 

logistical challenges related to COVID– 

19, including whether hearing 

participants could safely travel and 

abide by state or local quarantine 

requirements.5 The use of high quality, 

secure and user-friendly video 

conference technology in hearings has 

demonstrated that video is an effective 

and efficient alternative to in-person 

hearings.6

The Exchange is proposing to make 

the temporary amendments regarding 

video conference hearings permanent, 

with some modifications that would 

allow for the use of video conference for 

reasons in addition to COVID–19. The 

proposed rule change will continue to 

improve and modernize the Exchange’s 

operations so that parties, panelists, and 

the Exchange staff may proceed 

expeditiously by video conference in 

the event of certain circumstances, 

including where unforeseen events 

make appearing in person difficult or 

impracticable. As described below, 

impracticability is intended to account 

for an uncommon situation or 

extraordinary circumstance. The 

proposed rule change further promotes 

efficiency by giving OHO and the ERC 

authority to act quickly if a future 

unexpected event impaired their ability 

to conduct in-person hearings safely. 

OHO conducts hearings in 

disciplinary proceedings and hearings 

for temporary and permanent cease and 

desist orders. When orders in 

disciplinary proceedings are appealed, 

the ERC holds hearings on oral 

argument. The ERC also conducts 

hearings in membership proceedings 

and eligibility proceedings. Under the 

proposed rule change, OHO and the 

ERC’s authority to order hearings by 


ddrumheller on DSK120RN23PROD with NOTICES1
106716 Federal Register / Vol. 89, No. 249 / Monday, December 30, 2024 / Notices 

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

8 15 U.S.C. 78f(b)(5). 

9See Securities Exchange Act Release No. 97403 

(April 28, 2023), 88 FR 28645 (May 4, 2023) (SR– 

FINRA–2023–008). 

video conference would extend beyond 

the public health risks posed by 

COVID–19 to other similar situations in 

which proceeding in person may 

endanger the health or safety of the 

participants or would be impracticable. 

For example, appearing in person may 

be impracticable in the event of a 

natural disaster or terrorist attack that 

caused travel to be cancelled for a 

period of time. As with the temporary 

amendments, under the proposed rule 

change, in-person hearings will remain 

the default method for hearings before 

OHO and the ERC, and their exercise of 

authority under the proposed rule 

change would be discretionary. Inperson hearings may take place where 

safe and appropriate. 

Evidentiary Hearings 

For evidentiary hearings, the 

proposed rule change would give OHO 

or the ERC authority to order an 

evidentiary hearing to occur by video 

conference, in whole or in part, if OHO 

or the ERC determines that proceeding 

in person may endanger the health or 

safety of the participants or would be 

impracticable. OHO and the ERC would 

have such authority on their own. In 

addition, under the proposed rule 

change, parties could file a joint motion 

requesting the hearing to occur, in 

whole or in part, by video conference 

based on a showing of good cause. 

Whether acting on its own or based on 

a joint motion of the parties, OHO and 

the ERC would have reasonable 

discretion to exercise their authority 

under the proposed rule change. In 

deciding whether to schedule a hearing 

by video conference, OHO and the ERC 

could consider and balance a variety of 

factors including, for example and 

without limitation, a hearing 

participant’s individual health concerns 

and access to the connectivity and 

technology necessary to participate in a 

video conference hearing. 

Oral Argument 

The proposed rule change would give 

the ERC authority to order an oral 

argument hearing to occur by video 

conference, in whole or in part, if it 

determines that proceeding in person 

may endanger the health or safety of the 

participants or would be impracticable. 

The ERC would have such authority on 

its own. In addition, under the proposed 

rule change, the ERC would have 

authority—on its own or on 

consideration of a motion by any 

party—to order oral argument to occur 

by video conference, in whole or in part, 

for other reasons (i.e. reasons not 

limited to public health, safety or 

impracticability). Under such 

circumstances, an opposing party would 

have the opportunity to demonstrate 

that the hearing should proceed in 

person because proceeding by video 

conference would materially 

disadvantage that party. Whether a party 

has shown material disadvantage would 

depend on the facts and circumstances. 

Considerations may include, for 

example and without limitation, case 

complexity, the issues on appeal, and 

whether the respondent is pro se and 

desires to appear in person. Whether 

acting on its own or based on a motion 

of a party, the ERC would have 

reasonable discretion to exercise its 

authority under the proposed rule 

change. In deciding whether to order an 

oral argument hearing by video 

conference, the ERC could consider and 

balance a variety of factors including, 

for example and without limitation, a 

hearing participant’s individual health 

concerns, access to video conference 

technology, whether a party has delayed 

or refused to appear in person, and 

whether proceeding by video conference 

would materially disadvantage any 

party. 

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,7 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,8

in particular, in that it is 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, by 

continuing to provide greater 

harmonization between the Exchange 

rules and FINRA rules of similar 

purpose,9 resulting in less burdensome 

and more efficient regulatory 

compliance. The proposal also deletes 

expired references to temporary 

amendments. 

The Exchange believes that the 

proposed rule change protects investors 

and the public interest by permitting the 

use of broadly available technology to 

allow hearings to proceed by video 

conference under certain circumstances. 

The Exchange’s disciplinary and 

eligibility proceedings and other review 

processes serve a critical role in 

providing investor protection and 

maintaining fair and orderly markets by, 

for example, sanctioning misconduct 

and preventing further customer harm 

by members and associated persons. 

The proposed rule change would 

encourage the prompt resolution of 

these cases while preserving a fair 

process. 

The proposed rule change promotes 

efficiency by permitting hearings to 

occur by video conference in situations 

where the hearings would otherwise be 

postponed for an uncertain period of 

time. As discussed, COVID–19 

necessitated the Exchange to propose 

the temporary amendments, which were 

extended due to the continuing health 

risks of COVID–19, as well as 

limitations on travel, quarantine 

requirements, and other logistical 

challenges to safely conducting hearings 

in person. The proposed rule change 

further promotes efficiency by giving 

OHO and the ERC authority to act 

quickly if a future unexpected event 

impaired their ability to conduct inperson hearings safely. 

The proposed rule change also serves 

to provide a fair procedure for the 

disciplining of members and persons 

associated with members by allowing 

hearings to proceed by video conference 

not only due to public health or safety 

reasons, but also at a party or the 

parties’ request for reasons particular to 

them. The Adjudicator could allow a 

hearing to proceed by video conference 

in the exercise of reasonable discretion 

and subject to procedural safeguards 

that ensure fairness. 

Thus, the proposed rule change 

represents a significant step toward 

modernizing the Exchange’s procedures 

in a manner that preserves in-person 

hearings, but allows for the use of high 

quality, secure and user-friendly video 

conference technology under certain 

circumstances. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will impose 

any burden on competition not 

necessary or appropriate in furtherance 

of the purposes of the Act. The 

proposed rule change is not intended to 

address competitive issues but is rather 

intended solely to allow for the use of 

video conference for reasons in addition 

to COVID–19 where unforeseen events 

make appearing in person difficult or 

impracticable. In its filing, FINRA 

provided an economic impact 

assessment analyzing the potential 

impacts of the proposed rule change, 

including anticipated costs, benefits, 


ddrumheller on DSK120RN23PROD with NOTICES1
Federal Register / Vol. 89, No. 249 / Monday, December 30, 2024 / Notices 106717 

10See Securities Exchange Act Release No. 97403 

(April 28, 2023), 88 FR 28645 (May 4, 2023) (SR– 

FINRA–2023–008). 11 15 U.S.C. 78s(b)(3)(A)(iii). 12 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6) requires a self-regulatory organization to give 

the Commission written notice of its intent to file 

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 satisfied this 

requirement. 13 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

and distributional and competitive 

effects.10

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received from 

Members, Participants, or Others 

No written comments were either 

solicited or received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing 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 for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate, it has 

become effective pursuant to Section 

19(b)(3)(A)(iii) of the Act 11 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.12

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 shall institute proceedings 

to determine whether the proposed rule 

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 (https://www.sec.gov/ 

rules/sro.shtml); or 

• Send an email to rule-comments@

sec.gov. Please include file number SR– 

NASDAQ–2024–085 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–2024–085. 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– 

NASDAQ–2024–085 and should be 

submitted on or before January 21, 2025. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.13

Vanessa A. Countryman, 

Secretary. 

[FR Doc. 2024–30917 Filed 12–27–24; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–101978; File No. SR– 

NASDAQ–2024–084] 

Self-Regulatory Organizations; The 

Nasdaq Stock Market LLC; Notice of 

Filing of Proposed Rule Change To 

Modify Certain Initial Listing Liquidity 

Requirements 

December 19, 2024. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’), 1 and Rule 19b–4 thereunder,2

notice is hereby given that on December 

12, 2024, The Nasdaq Stock Market LLC 

(‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘SEC’’ or ‘‘Commission’’) the proposed 

rule change as described in Items I, II, 

and III, below, which Items have been 

prepared by the Exchange. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to modify 

certain initial listing liquidity 

requirements. 

The text of the proposed rule change 

is available on the Exchange’s website at 

https://listingcenter.nasdaq.com/ 

rulebook/nasdaq/rules, 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 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

proposed rule change. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant aspects of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Nasdaq is proposing to modify Listing 

Rules 5405 and 5505 to require that a 

company listing on the Nasdaq Global 

Market or Nasdaq Capital Market in 

connection with an initial public 

offering (‘‘IPO’’) satisfy the applicable 

minimum Market Value of Unrestricted 

Publicly Held Shares (‘‘MVUPHS’’) 

requirement solely from the proceeds of 

the offering. Nasdaq is also proposing to 

make similar changes affecting 

companies that uplist to Nasdaq from 

the U.S. over-the-counter market (‘‘OTC 

market’’) in conjunction with a public 

offering. 

Nasdaq Listing Rules require a 

company to have a minimum Market 

Value of Unrestricted Publicly Held 


ddrumheller on DSK120RN23PROD with NOTICES1