[Federal Register Volume 86, Number 166 (Tuesday, August 31, 2021)]
[Notices]
[Pages 48782-48785]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-18674]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-92752; File No. SR-LTSE-2021-04]


Self-Regulatory Organizations; Long-Term Stock Exchange, Inc.; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Amend the Director ``Business Relationships'' Provision and Definition 
of ``Family Member'' for Purposes of LTSE Rule 14.405(a)(2) and 
Supplementary Material .01 (Definition of Independence)

August 25, 2021.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that on August 19, 2021, Long-Term Stock Exchange, Inc. (``LTSE'' 
or the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I 
and II 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

    LTSE proposes to amend LTSE Rule 14.405(a)(2) and Supplementary 
Material .01 (Definition of Independence) under LTSE Rule 14.405(a) 
(``Supplementary Material'') to (i) adopt provisions conforming LTSE's 
independence standards with respect to listed company (``Company'') \4\ 
directors' ``business relationships'' with the corresponding standards 
of the New York Stock Exchange (``NYSE'') Rule 303.A.02(b)(v) and 
relevant parts of the related NYSE Commentary and Disclosure 
Requirement for NYSE-listed Companies seeking to dually list on LTSE, 
and (ii) amend the definition of ``Family Member'' solely for purposes 
of director independence determinations under LTSE Rule 14.405(a)(2). 
LTSE has filed the proposed rule change pursuant to Section 19(b)(3)(A) 
of the Act,\5\ and Rule 19b4(f)(6) thereunder,\6\ which renders the 
proposed rule change effective upon filing with the Commission.
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    \4\ ``Company'' means the issuer of a security listed or 
applying to list on the Exchange. See LTSE Rule 14.002(a)(5).
    \5\ 15 U.S.C. 78s(b)(3)(A).
    \6\ 17 CFR 240.19b-4(f)(6).
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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 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 amend Rule 14.405(a)(2) and related 
Supplementary Material to adopt a provision conforming LTSE's 
independence standards with respect to directors' business 
relationships with the corresponding standard of NYSE Rule 
303.A.02(b)(v) and related Commentary and Disclosure Requirement, in 
order to accommodate NYSE-listed Companies seeking to dually list \7\ 
their securities on LTSE. The Exchange also proposes to amend the 
definition of ``Family Member'' solely for purposes of director 
independence under LTSE Rule 14.405(a)(2) \8\ to conform it to the 
corresponding definitions of the NYSE \9\ and the Nasdaq Stock Market 
LLC (``Nasdaq'').\10\
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    \7\ See LTSE Rule 14.210(a) (permitting a Company to have a 
class of securities that has been approved for listing on another 
national securities exchange).
    \8\ This definition of Family Member is not applicable to LTSE 
Rule 5.110 (Supervision), which pertains to Member supervision and 
aligns with a corresponding FINRA rule.
    \9\ See General Commentary to Section 303A.02(b) of NYSE Listed 
Company Manual (defining ``immediate family member'').
    \10\ See Nasdaq Rule 5605(a)(2) (defining ``Family Member'').
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    LTSE rules require Companies to meet certain standards related to 
director independence, including that a majority of the board of the 
directors of the Company be independent directors,\11\ and that the 
Company's audit, compensation, and nominating \12\ committees be 
comprised solely of independent directors.\13\ LTSE Rule 14.405(a)(2) 
defines ``Independent Director'' as ``a person other than an Executive 
Officer or employee of the Company or any other individual having a 
relationship which, in the opinion of the Company's board of directors, 
would interfere with the exercise of independent judgment in carrying 
out the responsibilities of a director.''
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    \11\ LTSE Rule 14.405(b)(1).
    \12\ If the Company does not have a nominating committee, under 
LTSE Rule 14.405(e), nominees for directors must be selected or 
recommended by independent directors constituting a majority of the 
board's independent directors in a vote in which only independent 
directors participate.
    \13\ See LTSE Rule 14.405(c)(3)(A) (regarding audit committee 
composition); LTSE Rule 14.405(d)(2)(A) (regarding compensation 
committee composition); LTSE Rule 14.405(e)(1) (regarding nominating 
committee composition).
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    LTSE Rule 14.405(a)(2) also provides a list of certain 
relationships that preclude a board finding of director independence 
\14\ (the ``Bright-Line Independence Tests''), including a director who 
is, or has a Family Member who is, a partner in, or a controlling 
Shareholder or an Executive Officer of, any organization to which the 
Company made, or from which the Company received, payments for property 
or services in the current or any of the past three fiscal years that 
exceed 5% of the recipient's (i.e., that of the organization or the 
Company) consolidated gross revenues for that year, or $200,000, 
whichever is more (with certain exceptions).\15\ This rule is referred 
to as

[[Page 48783]]

the ``business relationships'' provision.\16\ Related Supplementary 
Material provides further guidance to Companies regarding the 
significance of director independence and application of the 
independence standards.
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    \14\ See Supplementary Material, LTSE Rule 14.405(a)(2).01 
(noting that ``[t]hese objective measures provide transparency to 
investors and Companies, facilitate uniform application of the 
rules, and ease administration'').
    \15\ See LTSE Rule 14.405(a)(2)(D) (exceptions to this rule 
apply for (i) payments arising solely from investments in the 
Company's securities; or (ii) payments under non-discretionary 
charitable contribution matching programs).
    \16\ LTSE's ``business relationships'' provision in Rule 
14.405(a)(2)(D) is identical to Nasdaq Rule 5605(a)(2)(D).
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    The proposed rule change would establish an alternative business 
relationships provision based on the corresponding provisions of the 
NYSE Rule 303.A.02(b)(v) \17\ and adopt relevant parts of the related 
NYSE Commentary and Disclosure Requirement, solely applicable to NYSE-
listed Companies seeking to dually list on LTSE. While NYSE's and 
LTSE's respective business relationship provisions are similar, the 
NYSE standard employs different percentages and minimums. Specifically, 
NYSE uses a threshold of 2% of the recipient's consolidated gross 
revenues or $1 million, whichever is more. In many situations, the NYSE 
provision will be more restrictive with a threshold of 2% versus 5%. 
However, at the lowest levels, the LTSE standard is more restrictive 
with a minimum of $200,000 versus $1 million.\18\ The Commentary and 
Disclosure Requirement noted under NYSE Rule 303.A.02(b)(v) clarify 
application of the rule and call for disclosure of Company 
contributions to tax exempt organizations in which any independent 
director serves as an executive officer provided that the same 
financial thresholds of Rule 303.A.02(b)(v) are met.
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    \17\ NYSE Rule 303.A.02(b)(v) precludes situations where ``[t]he 
director is a current employee, or an immediate family member is a 
current executive officer, of a company that has made payments to, 
or received payments from, the listed company for property or 
services in an amount which, in any of the last three fiscal years, 
exceeds the greater of $1 million, or 2% of such other company's 
consolidated gross revenues.''
    \18\ In addition, the NYSE standard only covers the prior three 
fiscal years (not including current year as per the LTSE standard) 
and does not include Family Members who are partners or controlling 
shareholders of the subject organization. The LTSE standard uses the 
term ``organizations'' instead of ``companies'' and thus may be 
interpreted to be broader in scope in that respect.
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    As a result of the differences discussed above, a NYSE-listed 
Company seeking to dually list on LTSE may have to reassess the 
independence of its directors notwithstanding the fact that the Company 
is already listed on the NYSE. Differences in comparable listing 
standards based on the same general principles (e.g., ensuring 
directors exercise independent judgment) may be burdensome for 
Companies needing to conduct duplicative analyses of director 
independence.\19\ To better accommodate dual listings of NYSE-listed 
companies, the proposed rule change would provide an alternative 
business relationships provision in a new paragraph (H) to LTSE Rule 
14.405(a)(2) substantially identical to NYSE Rule 303.A.02(b)(v) and 
add relevant parts of NYSE's related Commentary and Disclosure 
Requirement to LTSE Supplemental Material, solely for NYSE-listed 
Companies.
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    \19\ See Amendment No. 3 to SR-NASDAQ 2019-049 at 8 (noting that 
``Nasdaq has heard from its listed companies and their legal counsel 
that the current situation, where each market has a different 
definition [of ``Family Member''], complicates the preparation by 
listed companies of director and officer questionnaires that the 
companies need in order to analyze director independence. In 
particular, this creates an added and unnecessary burden when a 
company transfers its listing from one national securities exchange 
to another. In such case, a director may have already filled out an 
annual questionnaire based on the prior listing exchange's 
definition of a family member, but need[s] to answer additional 
questions because the definition of the exchange the listing is 
transferred to is phrased differently'').
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    The Exchange is also proposing to amend the definition of ``Family 
Member'' solely for purposes of director independence under LTSE Rule 
14.405(a)(2) to mean ``a person's spouse, parents, children, siblings, 
mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and 
sisters-in-law, and anyone (other than domestic employees) who shares 
such person's home.'' Under the current LTSE Rule 14.405(a)(2), 
``Family Member'' means ``a person's spouse, parents, children and 
siblings, whether by blood, marriage or adoption, or anyone residing in 
such person's home.'' \20\ The purpose of this rule change is to 
exclude domestic employees who share the director's home (given that 
the definition is not meant to cover commercial relationships), and 
stepchildren who do not share the director's home (in which case, 
depending on facts and circumstances, such relationships may be 
attenuated in nature), from the type of relationships that always 
preclude a board from finding that a director is independent, as 
described below.\21\
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    \20\ See LTSE Rule 14.405(a)(2).
    \21\ For the avoidance of doubt, a stepchild who shares the same 
home with a director would continue to be considered a Family Member 
under the Bright-Line Independence Tests, because the definition of 
a Family Member will include anyone (other than domestic employees) 
who shares the director's home.
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    The proposed rule change would also conform LTSE's definition of a 
``Family Member'' for purposes of Rule 14.405(a)(2) to the 
corresponding definition of ``Family Member'' applicable to Companies 
listed on the NYSE and Nasdaq. Depending on the facts and 
circumstances, minor variations \22\ between LTSE's current definition 
and that of NYSE or Nasdaq could create need for interpretation and 
require additional independence assessments for NYSE or Nasdaq-primary 
listed Companies seeking to dually list securities on LTSE or transfer 
their listing to LTSE. To reduce this additional compliance burden on 
such Companies, the Exchange's proposed definition of ``Family Member'' 
would be identical to NYSE and Nasdaq's corresponding definitions for 
purposes of determining director independence.\23\ This revision will 
not affect the additional independence criteria for audit committee 
members set forth in LTSE Rule 14.405(c)(2), which incorporate the 
independence requirements of SEC Rule 10A-3 promulgated under the 
Act.\24\
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    \22\ For example, the current LTSE definition of ``Family 
Member'' in Rule 14.405(a)(2) does not exclude domestic employees 
residing in the director's home.
    \23\ Section 303A.02 of the NYSE Listed Company Manual states 
that ``[a]n `immediate family member' includes a person's spouse, 
parents, children, siblings, mothers and fathers-in-law, sons and 
daughters-in-law, brothers and sisters-in-law, and anyone (other 
than domestic employees) who shares such person's home.'' The 
definition of ``Family Member'' for purposes of Nasdaq Listing Rule 
5605(a)(2) was modified to be identical to that of NYSE. See 
Securities Exchange Act Release No. 88210 (February 13, 2020), 85 FR 
9816 (February 20, 2020).
    \24\ 15 U.S.C. 78f.
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    Notwithstanding these changes, LTSE notes that Company boards must 
affirmatively determine that directors do not have relationships that 
would interfere with the exercise of independent judgment in carrying 
out the responsibilities of a director pursuant to LTSE rules 
14.405(a)(2) and 14.405(a)(2).01. To comply with LTSE's rules, LTSE 
will expect the boards of listed Companies to continue to elicit 
through director questionnaires the information necessary to make 
independence determinations, which will need to include questions about 
stepchild relationships. LTSE believes that it is appropriate for the 
board to review a relationship between a director and a stepchild who 
does not share a home with the director or a relationship between a 
director and a domestic employee under such facts and circumstances 
test. The board's assessment goes beyond applying the Bright-Line 
Independence Tests to ensure that any individual serving as an 
independent director has no relationship that would impair his or her 
independence.

[[Page 48784]]

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the provisions of Section 6 of the Act,\25\ in general, and 
furthers the objectives of Section 6(b)(5) of the Act,\26\ 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 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. Further, the Exchange believes that the proposal is 
not designed to permit unfair discrimination between issuers or to 
regulate by virtue of any authority conferred by the Act matters not 
related to the purposes of the Act or the administration of the 
Exchange, for the reasons set forth below.
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    \25\ Id.
    \26\ 15 U.S.C. 78f(b)(5).
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    By aligning certain of the Exchange's corporate governance 
requirements more closely with those of the NYSE and Nasdaq, as 
explained above, the proposed rule change is designed to remove 
impediments to and perfect the mechanism of a free and open market. The 
proposed rule change with respect to director business relationships 
and the definition of Family Member is consistent with the Act in that 
it adopts a definition of director independence that has already been 
approved by the Commission and has been in force for nearly 20 
years.\27\
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    \27\ See Securities Exchange Act Release No. 48745 (November 4, 
2003), 68 FR 64154 (November 12, 2003), available at https://www.sec.gov/rules/sro/34-48745.htm#P83_24538 (noting that ``the 
Commission believes that these proposed rule changes, as amended, 
are reasonable and appropriate and serve the interests of the 
investing public'').
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    LTSE's current business relationships provision set forth in LTSE 
Rule 14.405(a)(2)(D) is identical to that of Nasdaq Rule 5605(a)(2)(D). 
Companies that utilize Nasdaq as their primary listing exchange and 
seek to dually list on LTSE do not currently have any added compliance 
burden with respect to this rule. As drafted, the proposed rule change 
would apply only to NYSE-primary listed Companies seeking to dually 
list on LTSE and remove their additional compliance burden of having to 
assess director independence in accordance with disparate Bright-Line 
Independence Tests regarding director business relationships. A Company 
seeking a primary listing on LTSE or a Company with a primary listing 
exchange other than NYSE would be required to satisfy the current 
business relationships provision in Rule 14.405(a)(2)(D).
    The Exchange also believes that its proposed rule change is fair 
and not unfairly discriminatory because it alleviates the additional 
compliance burdens currently faced by NYSE-primary listed Companies 
that seek to dually list on LTSE. Given that LTSE Rule 14.405(a)(2)(D) 
currently in effect is identical to the corresponding provision of 
Nasdaq Rule 5605(a)(2)(D), the proposed rule change brings NYSE-primary 
listed Companies in parity with Nasdaq-primary listed Companies if they 
seek to dually list their securities on LTSE.
    The proposed rule change with respect to modification of the 
definition of ``Family Member'' in LTSE Rule 14.405(a)(2) to conform to 
the corresponding definition of Nasdaq Rule 5605(a)(2) and NYSE Rule 
303.A.02 also alleviates the compliance burden on LTSE dually-listed 
Companies. In the recent past, the Commission has approved Nasdaq's 
proposed modification of Rule 5605(a)(2)'s definition of ``Family 
Member'' for purposes of director independence determinations.\28\ 
Prior to such modification, the Nasdaq definition in Rule 5605(a)(2) 
was identical to that of LTSE Rule 14.405(a)(2). Nasdaq also noted in 
Amendment No. 3 to its related rule filing proposal that its purpose 
was to alleviate unnecessary burdens posed on listed companies due to 
differences in phrasing of corresponding rules across exchanges.\29\ 
Specifically, LTSE Rule 14.405(a)(2) includes directors' domestic 
employees and stepchildren in the definition of ``Family Member,'' as 
described above, even though based on facts and circumstances, 
relationships with stepchildren may be attenuated and those with 
domestic employees are generally commercial in nature. The Commission 
has previously approved the proposed definition as consistent with 
Section 6(b)(5) of the Act.\30\ As such, LTSE believes that Commission 
approval of this proposed rule change would be consistent with its 
prior decision and promote competition.
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    \28\ See Securities Exchange Act Release No. 88210 (February 13, 
2020), 85 FR 9816 (February 20, 2020).
    \29\ See SR-NASDAQ 2019-049 Amendment No. 3 at 11. Amendment No. 
3 replaces and supersedes the original proposal in its entirety and 
is available at https://listingcenter.nasdaq.com/assets/rulebook/nasdaq/filings/SR-NASDAQ-2019-049_Amendment_3.pdf.
    \30\ See Securities Exchange Act Release No. 88210 (February 13, 
2020), 85 FR 9816 (February 20, 2020).
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    LTSE holds that it is important for investors to have confidence 
that individuals serving as independent directors do not have a 
relationship with the Company that would impair their independence. The 
Company's board has a responsibility to make an affirmative 
determination that no such relationships exist. The proposed rule 
change furthers the Exchange's objective to support Companies in long-
term value creation by removing the need for burdensome and duplicative 
independence assessments while retaining effective and longstanding 
mechanisms for ensuring director independence.

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. These changes are intended to 
alleviate compliance burdens on dually-listed Companies by conforming 
LTSE rules with those of two other exchanges in the case of the 
definition of ``Family Member,'' and one other exchange with respect to 
the business relationships provision regarding director independence 
determinations where such Company is seeking to dually list its 
securities. Thus, the proposed rule change would eliminate requirements 
that burden issuers without an offsetting benefit in protecting 
shareholders. As such, these changes are neither intended to, nor 
expected to, impose any burden on competition.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor 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

[[Page 48785]]

19(b)(3)(A)(iii) of the Act \31\ and Rule 19b-4(f)(6)(iii) 
thereunder.\32\
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    \31\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \32\ 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 satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \33\ normally 
does not become operative for 30 days after the date of the filing. 
However, pursuant to Rule 19b-4(f)(6)(iii),\34\ the Commission may 
designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative upon filing. The Exchange states that it does not 
believe that the proposal raises any new or novel issues not previously 
considered by the Commission in that the provisions at issue have been 
approved by the Commission and in effect at other exchanges for a 
considerable period. In addition, the Exchange has represented that it 
anticipates that its first dual listings will take effect by the end of 
August 2021 and that the proposed rule change will be helpful for the 
companies that plan to list on this timeline. The Commission believes 
that waiver of the 30-day operative delay is consistent with the 
protection of investors and the public interest because the proposed 
rule change does not raise any new or novel issues and is consistent 
with adopted rules on other exchanges. Accordingly, the Commission 
hereby waives the 30-day operative delay and designates the proposal 
operative upon filing.\35\
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    \33\ 17 CFR 240.19b-4(f)(6).
    \34\ 17 CFR 240.19b-4(f)(6)(iii).
    \35\ For purposes only of accelerating the operative date of 
this proposal, the Commission has considered the proposed rule's 
impact on efficiency, competition, and capital formation. 15 U.S.C. 
78c(f).
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    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 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

    <bullet> Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
    <bullet> Send an email to <a href="/cdn-cgi/l/email-protection#0b797e676e26686466666e657f784b786e68256c647d"><span class="__cf_email__" data-cfemail="6c1e190009410f0301010902181f2c1f090f420b031a">[email protected]</span></a>. Please include 
File Number SR-LTSE-2021-04 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-LTSE-2021-04. 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-LTSE-2021-04 and should be submitted on 
or before September 21, 2021.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\36\
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    \36\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2021-18674 Filed 8-30-21; 8:45 am]
BILLING CODE 8011-01-P


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