90 FR 72 pgs. 16021-16022 - Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Remove Obsolete Provisions From Annual Listing Fees and Failure To Meet Listing Standards.
Type: NOTICEVolume: 90Number: 72Pages: 16021 - 16022
Pages: 16021, 16022Docket number: [Release No. 34-102807; File No. SR-NASDAQ-2025-031]
FR document: [FR Doc. 2025-06418 Filed 4-15-25; 8:45 am]
Agency: Securities and Exchange Commission
Official PDF Version: PDF Version
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-102807; File No. SR-NASDAQ-2025-031]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Remove Obsolete Provisions From Annual Listing Fees and Failure To Meet Listing Standards.
April 10, 2025.
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 April 1, 2025, The Nasdaq Stock Market LLC ("Nasdaq" or "Exchange") filed with the Securities and Exchange Commission ("Commission") the proposed rule change as described in Items I and II 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.
Footnotes:
1 ?15 U.S.C. 78s(b)(1).
2 ?17 CFR 240.19b-4.
I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change
The Exchange proposes to remove obsolete language from the Nasdaq Rules regarding company listing fees and failure to meet listing standards.
The text of the proposed rule change is available on the Exchange's website at https://listingcenter.nasdaq.com/rulebook/nasdaq/rulefilings, 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
Nasdaq proposes to modify Rules 5815(a)(1)(B)(ii)(c)(1)-(2) and 5815(c)(1)(H) to remove obsolete language that describes certain deficiencies where a timely request for a hearing will not stay the suspension of the subject company's securities from trading pending the issuance of a written Panel Decision based on Staff Delisting Determination (as defined in Nasdaq Rule 5805(h)) letters issued before October 7, 2024.
Nasdaq also proposes to modify Rule 5910(a)(1)(A)(i) to remove obsolete language that describes entry fees for the listing of a class of securities on the Nasdaq Global Market for company applications submitted prior to January 1, 2024 that result in listing on the Nasdaq Global Market prior to February 15, 2024.
Nasdaq also proposes to modify Rules, 5910(b)(2)(A)-(D) and (F), 5920(b)(2)(A)-(D) and (G), and 5930(b)(1) to remove obsolete language that describes all-inclusive annual listing fees applicable until December 31, 2024 for listings on the Nasdaq Global Market (including the Nasdaq Global Select Market), the Nasdaq Capital Market, and for SEEDS and certain other securities, respectively.
Nasdaq is also proposing conforming adjustments, including renumbering Rule 5815(a)(1)(B)(ii)(c)(2) as Rule 5815(a)(1)(B)(ii)(c)(1) [sic].
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section 6(b) of the Act, 3 in general, and furthers the objectives of Sections 6(b)(1)? 4 and 6(b)(5) of the Act, 5 in particular, in that it is designed to promote compliance and 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. The proposed change will eliminate obsolete language from the rules, thereby enhancing the readability of Nasdaq's rules and preventing confusion about the applicability of those rules, without making any substantive change to Nasdaq's rules.
Footnotes:
3 ?15 U.S.C. 78f(b).
4 ?15 U.S.C. 78f(b)(1).
5 ?15 U.S.C. 78f(b)(5).
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. Nasdaq does not believe the proposed rule change, which merely eliminates obsolete provisions and does not make any substantive change to Nasdaq's rules, will impose any burden, nor have any impact, on competition.
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
[top] Pursuant to Section 19(b)(3)(A) of the Act? 6 and Rule 19b-4(f)(6)? 7 thereunder, the Exchange has designated this proposal as one that effects a change
Footnotes:
6 ?15 U.S.C. 78s(b)(3)(A).
7 ?17 CFR 240.19b-4(f)(6).
8 ?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.
A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the Act normally does not become operative for 30 days after the date of its filing. However, Rule 19b-4(f)(6)(iii)? 9 permits the Commission to designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange requested that the Commission waive the 30-day operative delay so that the proposal may become operative immediately upon filing, which in turn, will allow the Exchange to immediately update its rulebook to remove the above-mentioned obsolete provisions. This filing does not raise any novel regulatory issues or any other substantive issues with regard to the Exchange's rulebook; it simply removes provisions linked to references dates that have already passed. Accordingly, the Commission hereby waives the 30-day operative delay and designates the proposed rule change operative upon filing. 10
Footnotes:
9 ?17 CFR 240.19b-4(f)(6)(iii).
10 ?For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed rule's impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f).
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.
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-2025-031 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-2025-031. 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-2025-031 and should be submitted on or before May 7, 2025.
Footnotes:
11 ?17 CFR 200.30-3(a)(12), (59).
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 11
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2025-06418 Filed 4-15-25; 8:45 am]
BILLING CODE 8011-01-P