[Federal Register Volume 76, Number 99 (Monday, May 23, 2011)]
[Notices]
[Pages 29806-29808]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-12518]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-64506; File No. SR-NYSE-2011-20]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change To Add New Section 907.00 to
the Listed Company Manual That Sets Forth Certain Complimentary
Products and Services That Are Offered to Currently and Newly Listed
Issuers
May 17, 2011.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that, on May 5, 2011, 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 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.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 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 amend the Listed Company Manual (the
``Manual'') by adding a new Section 907.00 that sets forth certain
complimentary products and services that are offered to currently and
newly listed issuers. The text of the proposed rule change is available
at the Exchange, the Commission's Public Reference Room, and http://www.nyse.com, and on the Commission's Web site at http://www.sec.gov.
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
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend the Manual by adding a new Section
907.00 that sets forth certain complimentary products and services that
are offered to currently and newly listed issuers. These products and
services are developed or delivered by NYSE or by a third party for use
by NYSE-listed companies. Some of these products are commercially
available by such third-party vendors. All listed issuers receive the
same complimentary products and services through the NYSE Market Access
Center. Certain tiers of listed issuers receive additional products and
services.
NYSE Market Access Center
NYSE Euronext has developed a market information analytics
platform, complimentary to all listed companies, that is a combination
of technology-enabled market intelligence insight and a team of highly
skilled market professionals. This platform, called the NYSE Market
Access Center, was created to provide issuers with better market
insight and information across all exchanges and trading venues. The
Market Access Center includes products and services that were either
(a) developed by NYSE using proprietary data and/or intellectual
property or (b) built by a third party expressly for NYSE-listed
companies. Within this platform all issuers have access to tools and
information related to market intelligence, education, investor
outreach, media visibility, corporate governance, and advocacy
initiatives. For example, the Market Access Center offers daily trading
summaries; a trading alert system highlighting user-defined trading or
market events; a Web site featuring timely content for NYSE-listed
senior executives; exclusive events; and the opportunity to exchange
ideas and leverage shared experiences with listed company peers;
trading information and market data; and a series of institutional
ownership reports; weekly economic updates; and regularly scheduled
executive educational programming. In addition, the Market Access
Center provides all issuers with access to discounted products and
services from the same third-party vendors. A description of all the
Market Access Center offerings is available on the Exchange's Web
site.\3\ All issuers listed on the Exchange have access to the NYSE
Market Access Center on the same basis. The products and services
currently available through the NYSE Market Access Center have a
commercial value of approximately $50,000.
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\3\ The Web site address is http://www.nyse.com/about/listed/1224630025065.html.
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Tiered Products and Services Offered to Certain Companies \4\
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\4\ A description of the products and services follows in a
later section.
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In addition to the Market Access Center, NYSE offers products and
services to certain currently listed and newly listed issuers on a
tiered basis. Currently listed issuers are categorized into two tiers,
Tier One and Tier Two. Tier One issuers include U.S. issuers that have
270 million or more total shares of common stock issued and outstanding
in all share classes, including and in addition to Treasury shares, and
Foreign Private Issuers that have 270 million or more in American
Depositary Receipts (``ADRs'') issued and outstanding, each calculated
annually as of December 31 of the preceding year.\5\ Tier Two issuers
include U.S. issuers that have 160 million to 269,999,999 total shares
of common stock issued and outstanding in all share classes, including
and in addition to Treasury shares, and Foreign Private Issuers that
have 160 million to 269,999,999 in ADRs issued and outstanding, each
calculated annually as of December 31 of the preceding year.
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\5\ For example, if a company had issued Class A and Class B
shares, both classes would be counted in determining total shares
issued and outstanding.
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Newly listed issuers similarly are categorized into two tiers, Tier
A and Tier B.\6\ Tier A includes issuers with a global market value of
$400 million or more based on the public offering price. Tier B
includes issuers with a global market value of less than $400 million
based on the public offering price.
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\6\ The term ``newly listed issuers'' means U.S. issuers
conducting an initial public offering (``IPO''), issuers emerging
from bankruptcy, spinoffs (where a company lists new shares in the
absence of a public offering), and carve-outs (where a company
carves out a business line or division, which then conducts a
separate IPO). Newly listed issuers do not include issuers that
transfer their listings from another national securities exchange;
rather, transferring issuers are eligible for the services available
to currently listed issuers, as described above.
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Products and Services Within Each Tier
In addition to the NYSE Market Access Center products and services,
[[Page 29807]]
each company in the tiers is offered an identical suite of products and
services provided by third-party vendors that the Exchange selects,
described in more detail below:
Currently Listed Companies
Tier One companies receive market surveillance and Web-
hosting products and services.
Tier Two companies receive either Web-hosting or market
analytics products and services; each company may elect whether to
receive Web-hosting or market analytics.
Newly Listed Companies
Tier A companies receive either market surveillance
products and services for a period of 12 calendar months from the date
of listing or market analytics products and services for a period of 24
calendar months from the date of listing, at each company's election;
in addition, Tier A companies receive Web-hosting and news distribution
products and services for a period of 24 calendar months from the date
of listing.
Tier B companies receive Web-hosting and news distribution
products and services for a period of 24 calendar months from the date
of listing.
At the conclusion of the 24-month period, companies would
receive Tier One or Tier Two products and services if they qualified
based on total shares or total ADRs issued and outstanding as described
above. For example, if an issuer conducted an IPO and became listed as
a Tier A company on the Exchange on May 1, 2010, it would receive the
Tier A products and services until April 30, 2012. On May 1, 2012, if
that issuer qualified for Tier One or Tier Two, it would be eligible to
receive the products and services available to the Tier for which it
qualified.
Description of Products and Services Offered to Tiers
Market surveillance products and services, which have a commercial
value of approximately $45,000 annually, help a company understand
factors driving the performance of its stock, sector, and the broader
market. Various reports are made available to the company on a daily,
weekly, and monthly basis. In addition, analysts employed by the
vendors of these products and services, and who are organized by
industry, review trading data and are available to discuss their
findings with the company.
Web-hosting products and services, which have a commercial value
ranging from approximately $12,000-$16,000 annually, allow a company to
outsource the investor relations component of their company Web site to
a third party for development as well as ongoing maintenance. The
hosted Web site generally includes financial reports, an interactive
company calendar and email alerts, stock quotes, stock charts,
fundamental data, and analyst estimates.
Market analytics products and services, which have a commercial
value of approximately $20,000 annually, provide stock pricing data,
news, institutional ownership information, research analyst pricing
estimates, key ratios and valuation metrics across multiple companies
and indices, and other analytic tools to companies. These market
analytics products and services provide more detailed information than
is currently available on the Market Access Center. News distribution
products and services, which have a commercial value of approximately
$10,000 annually, are used to distribute company news to various media
outlets.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the provisions of Section 6 of the Securities Exchange Act of 1934
(the ``Act'') \7\ in general and Section 6(b)(4) \8\ of the Act in
particular, in that it is designed to provide for the equitable
allocation of reasonable dues, fees, and other charges among its
members and issuers and other persons using its facilities. The
Exchange also believes that the proposed rule change is consistent with
Section 6(b)(5) \9\ of the Act in that it is designed to promote just
and equitable principles of trade, protect investors and the public
interest, and is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers.
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\7\ 15 U.S.C. 78f.
\8\ 15 U.S.C. 78f(b)(4).
\9\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed rule change provides
greater transparency in the types of products and services offered to
currently and newly listed companies. NYSE Market Access Center
products and services are available to all listed companies. Additional
products and services beyond those provided with the NYSE Market Access
Center are made available on a tiered basis to certain companies based
on their total shares or total ADRs issued and outstanding or company
valuation. NYSE believes that these metrics are positively correlated
to increased trading volumes and market activity, and as a result these
issuers have higher demands for the types of products and services
provided through the tiers than issuers that do not qualify for one of
the tiers.
The Exchange notes that the Market Access Center would continue to
be available to all issuers. Furthermore, the Exchange believes that
the criteria for satisfying the tiers are transparent and quantitative,
and they are applied consistently to all listed companies. As such, the
Exchange believes that the products and services are equitably
allocated among issuers. In addition, the products and services help
issuers to better understand trading patterns and developments
associated with their securities. They also benefit shareholders by
providing broader access to information about the issuers; for example,
Web-hosting may make information about listed companies more accessible
on the Internet, and news distribution products and services help
distribute timely information about listed companies.
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 that is not necessary or appropriate
in furtherance of the purposes of the Act. In this regard, NYSE notes
that it does not have exclusive agreements or arrangements with the
vendors providing the products and services, and NYSE may use multiple
vendors for the same type of product or service. NYSE also notes that
currently listed and newly listed companies would not be required to
accept the offered products and services from NYSE, and an issuer's
receipt of an NYSE listing is not conditioned on the issuer's
acceptance of such products and services. In addition, NYSE notes that,
from time to time, issuers elect to purchase products and services from
other vendors at their own expense instead of accepting the products
and services described above offered by the Exchange.
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
Within 45 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to
[[Page 29808]]
90 days of such date if it finds such longer period to be appropriate
and publishes its reasons for so finding or (ii) as to which the self-
regulatory organization consents, the Commission will:
(A) By order approve or disapprove such proposed rule change, or
(B) institute proceedings to determine whether the proposed rule
change should be 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 (http://www.sec.gov/rules/sro.shtml); or
Send an e-mail to [email protected]. Please include
File Number SR-NYSE-2011-20 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2011-20. This file
number should be included on the subject line if e-mail 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 Web site (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 Web site 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 such filing also will be available for
inspection and copying at the principal office of the Exchange. All
comments received will be posted without change; the Commission does
not edit personal identifying information from submissions. You should
submit only information that you wish to make available publicly. All
submissions should refer to File No. SR-NYSE-2011-20 and should be
submitted on or before June 13, 2011.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
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\10\ 17 CFR 200.30-3(a)(12).
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Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011-12518 Filed 5-20-11; 8:45 am]
BILLING CODE 8011-01-P