Voglio sapere a riguardo di…

14512

Federal Register / Vol. 86, No. 49 / Tuesday, March 16, 2021 / Notices
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.11 Under LTSE Rule 14.500a, LTSE staff is responsible for identifying deficiencies that may lead to delisting.12 Under LTSE Rule 14.410, a Company is required to provide the Exchange with prompt notification after an Executive Officer of the Company becomes aware of any noncompliance by the Company with the LTSE Rule Series 14.400, which includes Rule 14.425.13 Under LTSE Rule 14.207a1, the Exchange may request any additional information or documentation, public or non-public, deemed necessary to make a determination regarding a Companys continued listing, and a Company may be denied continued listing if it fails to provide such information within a reasonable period of time.14 In addition, the Exchange states that it plans to monitor Company compliance with Rule 14.425 annually and on an ad hoc basis.15
Finally, LTSE Rule 14.501 sets forth the provisions regarding the Exchanges process for notifying Companies regarding different types of deficiencies and their corresponding consequences.16 The Exchange states that there are four types of Company deficiency notifications that the Exchange may issue pursuant to LTSE
Rule 14.501a: i Staff Delisting Determinations, which are notifications of deficiencies that, unless appealed, subject the Company to immediate suspension and delisting; ii notifications of deficiencies for which the Company may submit a plan of compliance Plan of Compliance for staff review; iii notifications of deficiencies for which a Company is entitled to an automatic cure or compliance period; and iv Public Reprimand Letters.17 LTSE Rule 14.501d identifies the deficiencies that fall within each of these four categories,18 and provides that in the case of a deficiency not specified in LTSE Rule 14.501d14, LTSE staff will issue either a Staff Delisting Determination or a Public Reprimand Letter.19

jbell on DSKJLSW7X2PROD with NOTICES

11 See
id. at 8245.
id. at 8244.
13 See id.
14 See id.
15 See id. at 8244 n.6.
16 See id. at 8244.
17 See id.
18 See id.
19 See id. at 8244 n.7.
12 See
VerDate Sep<11>2014

16:52 Mar 15, 2021

Jkt 253001

The Exchange proposes to amend LTSE Rule 14.501d2Aiii to specify that deficiencies relating to LTSE Rule 14.425 would be included among those for which a Company may submit a Plan of Compliance for staff review.20 The Exchange states that this would be similar to how other corporate governance rules are handled generally in LTSE Rule 14.501d2Aiii.21
Under LTSE Rule 14.501d2C, a Company has 45 calendar days to submit a plan to regain compliance.22
According to the Exchange, LTSE staff may extend this deadline for up to an additional five calendar days upon good cause shown and may request such additional information from the Company as is necessary to make a determination regarding whether to grant such an extension.23 The Exchange asserts that this time period appropriately balances the interests of the Exchange in ensuring compliance with its listing standards with the application of principles-based listing standards by the Company.24
According to the Exchange, the process for reviewing such a Plan of Compliance is set forth in LTSE Rule 14.501d2B and would be unchanged by this proposal.25 Under that provision, the Exchange may provide the Company with up to 180
days to regain compliance with certain exceptions, issue a Staff Delisting Determination letter, or issue a Public 20 See id. at 8244. The proposed rule change would also remove two erroneous ors in LTSE
Rule 14.501d2Aiii. See id. at 8244 n.8.
21 See id. citing LTSE Rules 14.408a Meetings of Shareholders, 14.408c Quorum, 14.411Review of Related Party Transactions, 14.412 Shareholder Approval, 14.406 Code of Conduct, 14.407a4D Partner Meetings of Limited Partners, 14.407a4E Quorum of Limited Partnerships, 14.407a4G Related Party Transactions of Limited Partnerships, 14.413
Voting Rights, and 14.414 Internal Audit Function.
22 See id. at 8244.
23 See id.
24 See id. The Exchange also states that, notwithstanding the mandated period to submit a Plan of Compliance and regain compliance under LTSE Rule 14.501d2, as set forth in LTSE Rule 14.501c and repeated in LTSE Rule 14.207b2, a listed Company that receives a notification of deficiency from the Exchange is required to make a public announcement by filing a Form 8K, where required by Commission rules, or by issuing a press release disclosing receipt of the notification and the Rules upon which the deficiency is based, and describing each specific basis and concern identified by the Exchange in reaching its determination that the Company does not meet the listing standard. For avoidance of doubt, the Exchange further states that a request for information by LTSE staff pursuant to LTSE Rule 14.207a1, absent a notification of deficiency, will not require a public announcement by the subject Company pursuant to LTSE Rules 14.501c or 14.207b2. See id. at 8244 n.9.
25 See id. at 8244.

PO 00000

Frm 00110

Fmt 4703

Sfmt 4703

Reprimand Letter in accordance with LTSE Rule 14.501d4.26 Under LTSE
Rule 14.500a, a Public Reprimand Letter or Staff Delisting Determination, upon timely request by a Company, is subject to review by a Listings Review Committee, which will adjudicate the request in accordance with the procedures and timelines set forth in LTSE Rules 14.502, 14.504, and 14.505.27
The Exchange asserts that providing an opportunity for remediation to Companies that face a deficiency with respect to LTSE Rule 14.425 will allow Companies to formulate effective Policies tailored to Company-specific needs.28 The Exchange argues that 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.29 To that end, the Exchange maintains that, in case of a deficiency, Companies will be able to achieve compliance by changing Policies or practices related to the deficiency, amending the applicable Policies, or some combination of both, provided that the changes are consistent with the Principles.30
III. Discussion and Commission Findings The Commission has carefully reviewed the proposed rule change and finds that it is consistent with the requirements of Section 6 of the Act.31
In particular, the Commission finds that the proposed rule change is consistent with Section 6b5 of the Act,32 which requires, among other things, that rules of a national securities exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, 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, and that those rules are not designed to 26 See
id.
id.
28 See id. at 8245.
29 See id.
30 See id. For the avoidance of doubt, the Exchange states that 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. See id. at 8245 n.11.
31 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.
32 15 U.S.C. 78fb5.
27 See
E:FRFM16MRN1.SGM

16MRN1