Federal Register - March 16, 2021

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Source: Federal Register

Federal Register / Vol. 86, No. 49 / Tuesday, March 16, 2021 / Notices superseded by this Amendment No. 1.
In response to the OIP, the Council of Institutional Investors CII submitted a comment letter dated January 7, 2021.17 Simultaneous to the submission of this Amendment No. 1, the Exchange is submitting a comment letter in response to the Commissions OIP. That comment letter addresses the issues raised in the CII comment letter.
III. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change, as modified by Amendment No.
1, is consistent with the Act. Comments may be submitted by any of the following methods:

jbell on DSKJLSW7X2PROD with NOTICES

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
NASDAQ2020062 on the subject line.
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 SRNASDAQ2020062. 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 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 Commissions Public Reference Room, 100 F Street NE, Washington, DC 20549 on official business days between the hours of 10:00 a.m. and 3:00 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are cautioned that we do not redact or edit personal identifying information from comment submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SRNASDAQ2020062, and should be submitted on or before April 6, 2021.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.18
J. Matthew DeLesDernier, Assistant Secretary.
FR Doc. 202105345 Filed 31521; 8:45 am BILLING CODE 801101P

SECURITIES AND EXCHANGE
COMMISSION
Release No. 3491287; File No. SRLTSE
202101

Self-Regulatory Organizations; LongTerm Stock Exchange, Inc.; Order Approving Proposed Rule Change To Amend LTSE Rule 14.501 To Specify the Process for Enforcing Compliance With LTSE Rule 14.425 for Listed Companies March 10, 2021.

I. Introduction On January 19, 2021, Long-Term Stock Exchange, Inc. LTSE or Exchange filed with the Securities and Exchange Commission Commission pursuant to Section 19b1 of the Securities Exchange Act of 1934 Act 1 and Rule 19b4
thereunder,2 a proposed rule change to amend Rule 14.501d2Aiii to specify the process for enforcing compliance with LTSE Rule 14.425, which requires each listed company of the Exchange to adopt and publish Long-Term Policies as set forth in the rule. The proposed rule change was published for comment in the Federal Register on February 4, 2021.3 No comment letters were received in response to the Notice. This order approves the proposed rule change.
II. Description of the Proposed Rule Change The Exchange proposes to amend Rule 14.501d2Aiii to specify the process under LTSE Rule Series 14.500
18 17

17 See
Letter from Jeffrey P. Mahoney, Council of Institutional Investors Letter to Secretary, Securities and Exchange Commission January 7, 2021. CII
also raised concerns with the SPAC structure that are outside the scope of Nasdaqs proposal.

VerDate Sep<11>2014

16:52 Mar 15, 2021

Jkt 253001

CFR 200.303a12.
U.S.C. 78sb1.
2 17 CFR 240.19b4.
3 See Securities Exchange Act Release No. 91019
January 29, 2021, 86 FR 8243 February 4, 2021
Notice.
1 15

PO 00000

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for enforcing compliance with LTSE
Rule 14.425, which requires listed Companies 4 to adopt and publish LongTerm Policies consistent with a defined set of principles the Principles articulated in LTSE Rule 14.425b.5 As the Exchange states, LTSE Rule 14.425a requires Companies to adopt and publish the following policies: A
Long-Term Stakeholder Policy; a LongTerm Strategy Policy; a Long-Term Compensation Policy; a Long-Term Board Policy; and a Long-Term Investor Policy collectively, the Policies.6
LTSE Rule 14.425b establishes that Companies have flexibility in developing what they believe to be appropriate policies for their businesses on condition that each of the Policies must be consistent with the Principles.7
Under LTSE Rule 14.425c, Companies also are required to review their Policies at least annually, make them publicly available free of charge on or through their websites, and provide related disclosures in certain filings with the Commission.8 In addition, the Exchange has represented to the Commission that it will enforce the provisions of LTSE
Rule 14.425 by ensuring that each Company has addressed all of the requirements enumerated for each of the prescribed Policies, consistent with the Principles, and that each Company has made the Policies publicly available without cost.9
Currently, LTSE states that it enforces the provisions of LTSE Rule 14.425
through a number of rules in the LTSE
Rulebook.10 The Exchange notes that, under LTSE Rule 14.101, the Exchange may at all times exercise its broad discretionary authority to suspend or delist Companies based on any event, condition, or circumstance that exists or 4 Company means the issuer of a security listed or applying to list on the Exchange. For purposes of Chapter 14 of the LTSE Rules, the term Company includes an issuer that is not incorporated, such as, for example, a limited partnership. See LTSE Rule 14.002a5.
5 See Notice, supra note 3, at 8244. LTSE Rule Series 14.500 sets forth the procedures of the Exchange relating to a Companys failure to meet the listing standards in Chapter 14 of the Exchanges rules, which comprises the corporate governance standards set forth in Rule Series 14.400, including Rule 14.425 regarding Long-Term Policies.
6 See id. See also Securities Exchange Act Release No. 86722 August 21, 2019, 84 FR 44952 August 27, 2019 SRLTSE201901 Long-Term Policies Approval Order Order Approving Proposed Rule Change To Adopt Rule 14.425, Which Would Require Companies Listed on the Exchange To Develop and Publish Certain LongTerm Policies.
7 See Notice, supra note 3, at 8244.
8 See id.
9 See id. See also Long-Term Policies Approval Order, supra note 6, at 44954.
10 See Notice, supra note 3, at 8244.

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Federal Register - March 16, 2021

TitoloFederal Register

PaeseStati Uniti

Data16/03/2021

Conteggio pagine170

Numero di edizioni7803

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