60 Day Notice

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Federal Register / Vol. 85, No. 185 / Wednesday, September 23, 2020 / Notices

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9000 Series are not trading rules.
Moreover, the Nasdaq Affiliated
Exchanges state that in each instance,
the Nasdaq Affiliated Exchanges
propose to incorporate by reference
categories of rules (rather than
individual rules within a category) that
are regulatory in nature. The Nasdaq
Affiliated Exchanges will, as a condition
of this exemption, provide written
notice to their respective members (or
member organizations) whenever
Nasdaq proposes a change to its Rule
8000 and 9000 Series.8 Such notice will
alert the members (or member
organizations) of each of the Nasdaq
Affiliated Exchanges to the proposed
rule change and give them an
opportunity to comment on the
proposal. The Nasdaq Affiliated
Exchanges state that they will also
inform their respective members (or
member organizations) in writing when
the Commission approves any such
proposed rule changes.9
The Nasdaq Affiliated Exchanges
believe this exemption is necessary and
appropriate because it will result in the
Nasdaq Affiliated Exchanges’ rules
being consistent with the relevant crossreferenced Nasdaq rules at all times,
thus ensuring that the Nasdaq Affiliated
Exchanges and Nasdaq maintain a
harmonious system of investigating,
disciplining, and adjudicating the rights
of their respective members, member
organizations, associated persons, and
other persons subject to their
jurisdiction. Without such an
exemption, the Nasdaq Affiliated
Exchanges and Nasdaq could subject
their respective members, member
organizations, associated persons, and
other persons subject to their
jurisdiction to different standards for
investigations and disciplinary
actions.10
The Commission has issued
exemptions similar to the Nasdaq
Affiliated Exchanges’ request.11 In
8 The Nasdaq Affiliated Exchanges state that they
will provide such notice on their websites in the
same section they use to post their own proposed
rule change filings pursuant to Rule 19b–4(l) within
the timeframe required by such Rule. In addition,
the Nasdaq Affiliated Exchanges state that their
websites will also include a link to the Nasdaq
website where the proposed rule change filings are
located. Id. at 3 n.8.
9 Id. at 3.
10 Id. at 2.
11 See, e.g., Securities Exchange Act Release Nos.
83887 (August 20, 2018), 83 FR 42722 (August 23,
2018) (order granting exemptive request from
Nasdaq ISE, LLC, Nasdaq GEMX, LLC, and Nasdaq
MRX, LLC relating to rules of Nasdaq BX, Inc.
incorporated by reference); 80338 (March 29, 2017),
82 FR 16464 (April 4, 2017) (order granting
exemptive request from MIAX PEARL, LLC relating
to rules of Miami International Securities Exchange,
LLC incorporated by reference); 72650 (July 22,

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granting one such exemption in 2010,
the Commission repeated a prior, 2004
Commission statement that it would
consider similar future exemption
requests from other self-regulatory
organizations (‘‘SROs’’), provided that:
• An SRO wishing to incorporate
rules of another SRO by reference has
submitted a written request for an order
exempting it from the requirement in
Section 19(b) of the Exchange Act to file
proposed rule changes relating to the
rules incorporated by reference, has
identified the applicable originating
SRO(s), together with the rules it wants
to incorporate by reference, and
otherwise has complied with the
procedural requirements set forth in the
Commission’s release governing
procedures for requesting exemptive
orders pursuant to Rule 0–12 under the
Exchange Act; 12
• The incorporating SRO has
requested incorporation of categories of
rules (rather than individual rules
within a category) that are not trading
rules (e.g., the SRO has requested
incorporation of rules such as margin,
suitability, or arbitration); and
• The incorporating SRO has
reasonable procedures in place to
provide written notice to its members
each time a change is proposed to the
incorporated rules of another SRO.13
The Commission believes that the
Nasdaq Affiliated Exchanges have
satisfied each of these conditions. The
Commission also believes that granting
the Nasdaq Affiliated Exchanges an
exemption from the rule filing
requirements under Section 19(b) of the
Exchange Act will promote efficient use
of the Commission’s and Nasdaq

Affiliated Exchanges’ resources by
avoiding duplicative rule filings based
on simultaneous changes to identical
rule text sought by more than one
SRO.14 The Commission therefore finds
it appropriate in the public interest and
consistent with the protection of
investors to exempt the Nasdaq
Affiliated Exchanges from the rule filing
requirements under Section 19(b) of the
Exchange Act with respect to the abovedescribed rules they have incorporated
by reference. This exemption is
conditioned upon the Nasdaq Affiliated
Exchanges promptly providing written
notice to their members (or member
organizations) whenever Nasdaq
changes a rule that the Nasdaq Affiliated
Exchanges have incorporated by
reference.
Accordingly, it is ordered, pursuant to
Section 36 of the Exchange Act,15 that
the Nasdaq Affiliated Exchanges are
exempt from the rule filing
requirements of Section 19(b) of the
Exchange Act solely with respect to
changes to the rules identified in their
request that incorporate by reference
certain Nasdaq rules that are the result
of changes to such Nasdaq rules,
provided that the Nasdaq Affiliated
Exchanges promptly provide written
notice to their members (or member
organizations) whenever Nasdaq
proposes to change a rule that the
Nasdaq Affiliated Exchanges have
incorporated by reference.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–20936 Filed 9–22–20; 8:45 am]
BILLING CODE 8011–01–P

2014), 79 FR 44075 (July 29, 2014) (order granting
exemptive requests from NASDAQ OMX BX, Inc.
and the NASDAQ Stock Market LLC relating to
rules of NASDAQ OMX PHLX LLC incorporated by
reference); 67256 (June 26, 2012), 77 FR 39277,
39286 (July 2, 2012) (order approving SR–BX–2012–
030 and granting exemptive request relating to rules
incorporated by reference by the BX Options rules);
61534 (February 18, 2010), 75 FR 8760 (February
25, 2010) (order granting BATS Exchange, Inc.’s
exemptive request relating to rules incorporated by
reference by the BATS Exchange Options Market
rules) (‘‘BATS Options Market Order’’); and 57478
(March 12, 2008), 73 FR 14521, 14539–40 (March
18, 2008) (order approving SR–NASDAQ–2007–004
and SR–NASDAQ–2007–080, and granting
exemptive request relating to rules incorporated by
reference by The NASDAQ Options Market).
12 See 17 CFR 240.0–12 and Securities Exchange
Act Release No. 39624 (February 5, 1998), 63 FR
8101 (February 18, 1998) (‘‘Commission Procedures
for Filing Applications for Orders for Exemptive
Relief Pursuant to Section 36 of the Exchange Act;
Final Rule’’).
13 See BATS Options Market Order, supra note 11
(citing Securities Exchange Act Release No. 49260
(February 17, 2004), 69 FR 8500 (February 24, 2004)
(order granting exemptive request relating to rules
incorporated by reference by several SROs) (‘‘2004
Order’’)).

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SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–420, OMB Control No.
3235–0479]

Proposed Collection; Comment
Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736
Extension:
Rule 15c2–7

Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
14 See BATS Options Market Order, supra note
11, 75 FR at 8761; see also 2004 Order, supra note
13, 69 FR at 8502.
15 15 U.S.C. 78mm.
16 17 CFR 200.30–3(a)(76).

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khammond on DSKJM1Z7X2PROD with NOTICES

Federal Register / Vol. 85, No. 185 / Wednesday, September 23, 2020 / Notices
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the existing collection of information
provided for in Rule 15c2–7 (17 CFR
240.15c2–7) under the Securities
Exchange Act of 1934 (15 U.S.C. 78a et
seq.). The Commission plans to submit
this existing collection of information to
the Office of Management and Budget
(‘‘OMB’’) for extension and approval.
Rule 15c2–7 places disclosure
requirements on broker-dealers who
have correspondent relationships, or
agreements identified in the rule, with
other broker-dealers. Whenever any
such broker-dealer enters a quotation for
a security through an inter-dealer
quotation system, Rule 15c2–7 requires
the broker-dealer to disclose these
relationships and agreements in the
manner required by the rule. The interdealer quotation system must also be
able to make these disclosures public in
association with the quotation the
broker-dealer is making.
When rule 15c2–7 was adopted in
1964, the information it requires was
necessary for execution of the
Commission’s mandate under the
Securities Exchange Act of 1934 to
prevent fraudulent, manipulative and
deceptive acts by broker-dealers. In the
absence of the information collection
required under Rule 15c2–7, investors
and broker-dealers would have been
unable to accurately determine the
market depth of, and demand for,
securities in an inter-dealer quotation
system.
There are approximately 3,647 brokerdealers registered with the Commission.
Any of these broker-dealers could be
potential respondents for Rule 15c2–7,
so the Commission is using that figure
to represent the number of respondents.
Rule 15c2–7 applies only to quotations
entered into an inter-dealer quotation
system, such as the OTC Bulletin Board
(‘‘OTCBB’’), or OTC Link, operated by
OTC Markets Group Inc. (‘‘OTC Link’’)
or the electronic trading platform
operated by Global OTC. According to
representatives of OTC Link, Global
OTC and the OTCBB, none of those
entities has recently received, or
anticipates receiving any Rule 15c2–7
notices. However, because such notices
could be made, the Commission
estimates that one filing is made
annually pursuant to Rule 15c2–7.
Based on prior industry reports, the
Commission estimates that the average
time required to enter a disclosure
pursuant to the rule is .75 minutes, or
45 seconds. The Commission sees no
reason to change this estimate. We
estimate that impacted respondents
spend a total of .0125 hours per year to

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comply with the requirements of Rule
15c2–7 (1 notice (×) 45 seconds/notice).
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimates of the burden of the proposed
collection of information; (c) ways to
enhance the quality, utility, and clarity
of the information collected; and (d)
ways to minimize the burden of the
collection of information on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Consideration will be given to
comments and suggestions submitted in
writing within 60 days of this
publication.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
under the PRA unless it displays a
currently valid OMB control number.
Please direct your written comments
to: David Bottom, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Cynthia
Roscoe, 100 F Street NE, Washington,
DC 20549, or send an email to: PRA_
Mailbox@sec.gov.
Dated: September 17, 2020.
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2020–20929 Filed 9–22–20; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–89915; File No. SR–
NASDAQ–2020–044]

Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Order
Granting Approval of Proposed Rule
Change To Adopt Listing Rule IM–
5900–8 To Offer a Complimentary
Global Targeting Tool to Acquisition
Companies Listed Pursuant to Nasdaq
IM–5101–2 That Have Publicly
Announced Entering Into a Binding
Agreement for a Business
Combination
September 17, 2020.

I. Introduction
On July 15, 2020, The Nasdaq Stock
Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’)
filed with the Securities and Exchange
Commission (‘‘Commission’’), pursuant
to Section 19(b)(1) of the Securities
Exchange Act of 1934 (‘‘Act’’) 1 and Rule
1 15

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U.S.C. 78s(b)(1).

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59845

19b–4 thereunder,2 a proposed rule
change to offer a complimentary global
targeting tool to an acquisition company
that has publicly announced entering
into a binding agreement for a business
combination. The proposed rule change
was published in the Federal Register
on August 3, 2020.2 The Commission
received no comments on the proposal.
This order grants approval of the
proposed rule change.
II. Description of the Proposal
Generally, Nasdaq does not permit the
initial or continued listing of a company
that has no specific business plan or
that has indicated that its business plan
is to engage in a merger or acquisition
with an unidentified company or
companies. However, in the case of a
company whose business plan is to
complete an initial public offering
(‘‘IPO’’) and engage in a merger or
acquisition with one or more
unidentified companies within a
specific period of time, Nasdaq will
permit the listing if the company meets
all applicable initial listing
requirements, as well as certain
additional conditions described in
Nasdaq Rule IM–5101–2 (Listing of
Companies Whose Business Plan is to
Complete One or More Acquisitions).
Rule IM–5101–2 requires, among other
things, that at least 90% of the gross
proceeds from the IPO and any
concurrent sale by the company of
equity securities must be deposited in a
‘‘deposit account,’’ as that term is
defined in the rule, and that the
company complete within 36 months, or
a shorter period identified by the
company, one or more business
combinations having an aggregate fair
market value of at least 80% of the value
of the deposit account (excluding any
deferred underwriters fees and taxes
payable on the income earned on the
deposit account) at the time of the
agreement to enter into the initial
combination.3
The Exchange proposes to adopt
Nasdaq IM 5900–8, to allow Nasdaq,
through its affiliate Nasdaq Corporate
Solutions, LLC, to offer a company
listed under IM–5101–2 (‘‘Acquisition
Company’’) a complimentary global
2 See Securities Exchange Act Release No. 89413
(July 28, 2020), 85 FR 46759 (‘‘Notice’’).
3 See Rule IM–5101–2(a) and (b). Nasdaq IM–
5101–2 also requires that following each business
combination, the combined company must meet the
requirements for initial listing. See infra note 12. If
the company does not meet the requirements for
initial listing following a business combination or
does not comply with one of the requirements set
forth in the IM–5101–2, Nasdaq will issue a Staff
Delisting Determination under Nasdaq Rule 5810 to
delist the company’s securities. See Rule IM–5101–
2(d).

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