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Federal Register / Vol. 86, No. 104 / Wednesday, June 2, 2021 / Notices
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Exchange has not included certain form letters related to proxy rules that are included in the NYSE American rules; 291 instead, these forms will be included in the BSTX Listing Supplement.292 The Exchange is not proposing to adopt provisions relating to future priced securities at this time.293 In addition, the Exchange is not proposing to allow for listing of foreign companies, other than Canadian companies,294 or to allow for issuers to transfer their existing securities to 579, which would be inapplicable to the Exchange since it proposes to only list uncertificated securities. The Exchange believes that it does not need to propose to adopt parallel rules corresponding to NYSE American Rules 578585 at this time and notes that other listing exchanges do not appear have corresponding versions of these NYSE American Rules. See e.g., Cboe BZX Rules.
The Exchange believes that proposed Rule 26720
and the Exchanges other proposed Rules governing proxies, including those referenced in proposed Rule 26720, are sufficient to govern BSTX
Participants obligations with respect to proxies.
291 The forms found in NYSE American Section 722.20 and 722.40 would be included in the BSTX
Listing Supplement.
292 The BSTX Listing Supplement would contain samples of letters containing the information and instructions required pursuant to the proxy rules to be given to clients in the circumstances indicated in the appropriate heading. These are intended to serve as examples and not as prescribed forms.
Participants would be permitted to adapt the form of these letters for their own purposes provided all of the required information and instructions are clearly enumerated in letters to clients. Pursuant to proposed Rule 26212, the BSTX Listing Supplement would also include a sample application for original listing, which the Exchange has submitted as Exhibit 3G. In addition, proposed Rule 26350
states that the BSTX Listing Supplement will include a sample cancellation notice; the Exchange expects such notice to be substantially in the same form as NYSE Americans sample notice in NYSE
American Section 350. Other examples of items that would appear in the BSTX Listing Supplement include certain certifications to be completed by the CEO of listed companies pursuant to proposed Rule 26810a and c, and forms of letters to be sent to clients requesting voting instructions and other letters relating to proxy votes pursuant to proposed IM267222 and IM267224. The Exchange expects that these proposed materials in the BSTX
Listing Supplement would be substantially similar to the corresponding versions of such samples used by NYSE American. The purpose of putting these sample letters and other information into the BSTX
Listing Supplement rather than directly in the rules is to improve the readability of the Rules.
293 See e.g., NYSE American Section 101, Commentary .02. The Exchange is also not proposing to adopt a parallel provision to NYSE
American Section 950 Explanation of Difference between Listed and Unlisted Trading Privileges because the Exchange believes that such provision is not necessary and contains extraneous historical details that are not particularly relevant to the trading of Securities. The Exchange notes that numerous other listing exchanges do not have a similar provision to NYSE American Section 950.
See e.g., IEX Listing Rules.
294 See proposed Rule 26109. Because the Exchange does not propose to allow foreign issuers of Securities, it does not propose to adopt a parallel provision to NYSE American Section 110 and other similar provisions relating to foreign issuerse.g., NYSE American Section 801f.

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BSTX.295 Similarly, the Exchange is not proposing at this time to support debt securities other than those that may be ETPs, so the Exchange has not proposed to adopt certain provisions from the NYSE American Listing Manual related to bonds/debt securities 296 or the trading of units.297
The Exchange believes that the departures from the NYSE American rules upon which the proposed Rules are based, as described above, are nonsubstantive e.g., by not including provisions relating to instruments that will not trade on the Exchange, would apply to all issuers in the same manner and are therefore not designed to permit unfair discrimination, consistent with Section 6b5 of the Exchange Act.298
The Exchange proposes in Rule 26507
to prohibit the issuance of fractional Securities and to provide that cash must be paid in lieu of any distribution or part of a distribution that might result in fractional interests in Securities.299
The Exchange believes that disallowing fractional shares reduces complexity. By extension, the requirement to provide cash in lieu of fractional shares simplifies the process related to share transfer and tracking of share ownership. The Exchange believes that this simplification promotes just and equitable principles of trade, fosters cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, removes impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, protects investors and the public interest, consistent with Section 6b5 of the Exchange Act.300
Proposed BSTX Rule 26130 Original Listing Applications would require listing applicants to furnish a legal opinion that the applicants Security is a security under applicable United States securities laws. Such a requirement provides assurance to the Exchange that Security trading relates to appropriate asset classes. The Exchange believes that this Rule promotes just and equitable principles of trade and, in general, protects investors and the 295 Consequently, the Exchange does not propose to adopt a parallel provision to NYSE American Section 113 at this time.
296 See e.g., NYSE American Sections 1003biv and e.
297 See e.g., NYSE American Sections 106f, 401i, and 1003g.
298 15 U.S.C. 78fb5.
299 The Exchange also proposes certain conforming changes in Rule 26503 Form of Notice to reiterate that fractional interests in Securities are not permitted by the Exchange.
300 15 U.S.C. 78fb5.

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public interest, consistent with Section 6b5 of the Exchange Act.301
The Exchange proposes to adopt corporate governance listing standards as its Rule 26800 Series that are substantially similar to the corporate governance listing standards set forth in Part 8 of the NYSE American Listing Manual. However, it includes certain clarifications, most notably that certain proposed provisions are not intended to restrict the number of terms that a director may serve 302 and that, if a limited partnership is managed by a general partner rather than a board of directors, the audit committee requirements applicable to the listed entity should be satisfied by the general partner.303 The Exchange also notes that, unlike the current NYSE American rules upon which the proposed Rules are based, the proposed Rules on corporate governance do not include provisions on asset-backed securities and foreign issues other than those from Canada, since the Exchange does not proposed to allow for such foreign issuers to list on BSTX at this time.
The Exchange proposes to adopt additional listing rules as its Rule 26900
Series that are substantially similar to the corporate governance listing standards set forth in Part 9 of the NYSE
American Listing Manual. The only significant difference from the baseline NYSE American rules is that the proposed BSTX Rules do not include provisions related to certificated securities, since Securities listed on BSTX will be uncertificated.
The Exchange proposes to adopt suspension and delisting rules as its Rule 27000 Series that are substantially similar to the corporate governance listing standards set forth in Parts 10, 11, and 12 of the NYSE American Listing Manual. The proposed rules do not include concepts from the baseline NYSE American rules regarding foreign, fixed income securities, or other nonequity securities because the Exchange is not proposing to allow for listing of such securities at this time.304
The Exchange believes that the proposals in the Rule 26800 to Rule 27000 Series, which are based on the rules of NYSE American with the differences explained above, are 301 Id.
302 See
proposed Rule 26802d.
proposed Rule 26801b.
304 As with all sections of the proposed rules, references to securities have been changed to Securities where appropriate and, in the Rule 27000 Series, certain references have been conformed from the baseline NYSE American provisions to account for the differences in governance structure and naming conventions of BSTX.
303 See
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