Federal Register - February 4, 2021

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Source: Federal Register

Federal Register / Vol. 86, No. 22 / Thursday, February 4, 2021 / Notices 14.425. The Exchange believes the ability to tailor Policies, if necessary, to changing circumstances, while remaining anchored to the Principles, is essential for ensuring that the Policies are effective and meaningful tools for supporting long-term value creation for Companies and their investors.
The Exchange holds that, in case of a deficiency, Companies may achieve compliance by changing Policies or practices 11 related to the deficiency, amending the applicable Policies or some combination of both, provided that the changes are consistent with the Principles discussed in LTSE Rule 14.425. The Exchanges objective is to help foster long-term value creation for each Company and the Exchange believes that providing an opportunity for remediation to Companies that face a deficiency with respect to LTSE Rule 14.425 will aid in achieving that goal by allowing Companies to formulate effective Policies tailored to Companyspecific needs. At all times, the Exchange may exercise its broad discretionary authority under LTSE
Rule 14.101 to suspend or delist Companies based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on the Exchange inadvisable or unwarranted in the opinion of the Exchange to protect investors and the public interest, among other objectives.

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2. Statutory Basis The Exchange believes that the proposed rule change is consistent with the provisions of Section 6 of the Act,12
in general, and furthers the objectives of Section 6b5 of the Act,13 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, particularly those investors with a long-term focus.
Further, the Exchange believes 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 11 For the avoidance of doubt, each Company shall be solely responsible for ensuring any changes in its practices to conform to its Policies do not violate any legal, regulatory, contractual, or other requirements applicable to the Company.
12 15 U.S.C. 78f.
13 15 U.S.C. 78fb5.

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to the purposes of the Act or the administration of the Exchange, for the reasons set forth below.
The Exchange believes that the proposed rule change brings deficiencies with respect to LTSE Rule 14.425 in alignment with other LTSE
rules pertaining to corporate governance that allow a Company to submit a Plan of Compliance in the case of a deficiency. The proposed rule change furthers the Exchanges objective to promote long-term value creation while retaining effective enforcement mechanisms for deficiencies with respect to LTSE Rule 14.425. Pursuant to the proposed amendment, Companies will be provided an opportunity to regain compliance with LTSE Rule 14.425 by formulating appropriate Policies that remain anchored to the Principles enumerated in LTSE Rule 14.425 through an existing process that has already been determined to be consistent with the Act in that it removes impediments to and perfects the mechanism of a free and open market and a national market system, consistent with the protection of investors and the public interest.14
The Exchange believes that its proposed rule change is fair and not unfairly discriminatory because it is applicable to all listed Companies that experience a deficiency with respect to LTSE Rule 14.425 and is part of the adjudicatory process set forth in the LTSE Rule Series 14.500.15

Consequently, LTSE does not believe that the proposed change will impose any burden on intramarket competition that is not necessary or appropriate in furtherance of the purposes of the Act.

B. Self-Regulatory Organizations Statement on Burden on Competition The Exchange does not believe that the proposed rule change would impose any burden on competing venues that is not necessary or appropriate in furtherance of the purposes of the Act.
The degree to which the proposed amendment could impose any burden on intermarket competition is extremely limited because other national securities exchanges may propose similar listing standards with appropriate remediation mechanisms and issuers are able to list on other national securities exchanges.
Further, issuers that do not wish to meet the Exchanges listing standards also are able to list on other national securities exchanges.
LTSE also does not believe that the proposed rule change will result in any burden on intramarket competition since it is applicable to all listed Companies without differentiation.

Electronic Comments Use the Commissions internet comment form http www.sec.gov/
rules/sro.shtml; or Send an email to rule-comments@
sec.gov. Please include File Number SR
LTSE202101 on the subject line.

14 See Securities Exchange Act Release No. 85828
May 10, 2019, 84 FR 21841 May 15, 2019 order approving the application of Long Term Stock Exchange, Inc. for registration as a National Securities Exchange.
15 See supra note 3.

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C. Self-Regulatory Organizations 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 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 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 Exchange consents, the Commission shall: 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:

Paper Comments Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 205491090.
All submissions should refer to File Number SRLTSE202101. 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 Commissions 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
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Federal Register - February 4, 2021

TitoloFederal Register

PaeseStati Uniti

Data04/02/2021

Conteggio pagine163

Numero di edizioni7798

Prima edizione14/03/1936

Ultima edizione18/06/2026

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