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Federal Register / Vol. 86, No. 25 / Tuesday, February 9, 2021 / Notices Services to leverage the companys technological expertise to support the Exchanges software needs,16 and LTSE
Services also provides communications and marketing services to the Exchange.17
The Exchange states that its proposed provisions regarding listing ceremonies would be comparable to provisions in New York Stock Exchange LLC
NYSE Listed Company Manual Section 106.03,18 though tailored to address the fact that a Company listing on LTSE may be a public company and therefore is already trading on the Exchange as well as other national securities exchanges.19 Moreover, the Exchange asserts that its listing ceremonies would be more inclusive, as LTSE does not plan to limit listing ceremonies to a particular physical location or solely to a Companys directors and officers.20
In addition, the Exchange represents that if it expands the menu of promotional services offered, or elects to provide new products or services to listed Companies, the Exchange will incorporate such changes in a new proposed rule change.21

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III. Discussion and Commission Findings The Commission has carefully reviewed the proposed rule change, as modified by Amendment No. 1, and finds that it is consistent with the requirements of Section 6 of the Act.22
Specifically, the Commission finds that the proposal is consistent with Sections 6b4 23 and 6b5 of the Act 24 in particular, in that the proposed rule is designed to provide for the equitable allocation of reasonable dues, fees, and other charges among Exchange members, issuers, and other persons 16 See Securities Exchange Act Release No. 85828
May 10, 2019, 84 FR 21841, 21842 May 15, 2019
File No. 10234 In the Matter of the Application of Long Term Stock Exchange, Inc.; for Registration as a National Securities Exchange; Findings, Opinion, and Order of the Commission.
17 See Notice, supra note 3, at 84450 n.6.
18 See NYSE Listed Company Manual Section 106.03 The Exchange invites the companys directors and officers to participate in listing ceremonies on the first day of trading. . . . The Exchange has a public relations area which will coordinate the publicity for the event including picture taking on the trading floor..
19 See Notice, supra note 3, at 84450.
20 The Exchange states that it believes the Company should determine where such ceremonies should take place and who should participate in the ceremonies. See id.
21 See id. at 84449 n.4
22 15 U.S.C. 78f. In approving this proposed rule change, the Commission has considered the proposed rules impact on efficiency, competition, and capital formation. See 15 U.S.C. 78cf.
23 15 U.S.C. 78fb4.
24 15 U.S.C. 78fb5.

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using the Exchanges facilities, and is not designed to permit unfair discrimination between customers, issuers, brokers, or dealers. Moreover, the Commission finds that the proposal is consistent with Section 6b8 of the Act 25 in that it does not impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act.
The Exchange argues that it is fair and reasonable to offer promotional services and listing ceremonies to Companies on or around the time of listing, in connection with listing on the Exchange, given that LTSE expects to face competition from NYSE and the Nasdaq Stock Market LLC Nasdaq as a new entrant into the exchange listing market.26 The Exchange asserts that offering promotional services and listing ceremonies for Companies listing on the Exchange would allow the Exchange to more effectively attract Companies to list on LTSE.27 The Exchange contends that to the extent its listing program is successful, it will provide a competitive alternative that will thereby benefit companies and investors, and remove impediments to and perfect the mechanism of a free and open market and a national market system, consistent with the protection of investors and the public interest.28
The Exchange also argues that its proposal to offer promotional services and listing ceremonies for listed Companies is fair and not unfairly discriminatory because the promotional services and listing ceremonies will be offered to all listed Companies on the same terms and conditions without differentiation.29 The Exchange further states that it will offer comparable promotional services and listing ceremonies of comparable value to each listed Company.30 According to the Exchange, the scope of promotional services and listing ceremonies provided by the Exchange to each Company ultimately will depend on which services the Company selects, insofar as these are optional services for the Company.31
Finally, the Exchange argues that the proposed rule change, as modified by Amendment No. 1, will not result in any 25 15

U.S.C. 78fb8.
Notice, supra note 3, at 84450; Amendment No. 1, supra note 4, at 6. The Exchange maintains that the existing U.S. exchange listing market for operating companies is essentially a duopoly, with the vast majority of operating companies listed on U.S. securities exchanges listing on NYSE or Nasdaq. See Notice, supra note 3, at 84450.
27 See id.
28 See id.
29 See id.
30 See Amendment No. 1, supra note 4, at 7.
31 See Notice, supra note 3, at 84450.
26 See
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burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act.32 The Exchange asserts that the proposal will enhance competition by facilitating LTSEs listing program, which will allow the Exchange to provide companies with another listing option, thereby promoting intermarket competition between exchanges by offering a new listing market to compete with NYSE and Nasdaq.33 The Exchange states that, as a dual listing venue, LTSE
expects to face competition from existing exchanges because companies have a choice to list their securities solely on a primary listing venue.34
Consequently, the Exchange contends that the degree to which its promotional services and listing ceremonies could impose any burden on intermarket competition is extremely limited.35 In addition, the Exchange argues that the proposed rule change, as modified by Amendment No. 1, will not result in any burden on intramarket competition, either, since LTSE will offer the promotional services and listing ceremonies for all listed Companies on the same terms and conditions without differentiation.36
The Commission believes that the proposed rule change, as amended, is appropriate and consistent with the Act.
The Commission believes that by describing in its Rules the promotional services and listing ceremonies available to listed Companies, the Exchange is adding greater transparency to its rules and the fees applicable to such Companies.37 This will help to ensure that individual listed Companies are not given specially negotiated packages of products and services to list or remain listed that would raise unfair discrimination issues under the Act. In this regard, the Commission also notes the Exchanges representation that the proposed promotional services and listing ceremonies will be offered to Companies only on or around the time of listing, in connection with listing on 32 See
id.
id.
34 See id.
35 See id.
36 See id.
37 The Commission views complimentary products and services provided by exchanges to listed companies as a discount on the ultimate listing fees paid by such companies. See, e.g., Securities Exchange Act Release Nos. 81872
October 13, 2017, 82 FR 48733 October 19, 2017
order approving SRIEX201720; 65127 August 12, 2011, 76 FR 51449 August 18, 2011 order approving SRNYSE201120; and 65963
December 15, 2011, 76 FR 79262 December 21, 2011 order approving SRNASDAQ2011122.
33 See
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