Federal Register 60 Day Notice

Federal Register / Vol. 86, No. 153 / Thursday, August 12, 2021 / Notices
NMS, the Commission highlighted the
importance of market forces in
determining prices and SRO revenues
and, also, recognized that current
regulation of the market system ‘‘has
been remarkably successful in
promoting market competition in its
broader forms that are most important to
investors and listed companies.’’ 18 The
fact that this market is competitive has
also long been recognized by the courts.
In NetCoalition v. Securities and
Exchange Commission, the D.C. Circuit
stated as follows: ‘‘[n]o one disputes
that competition for order flow is
‘fierce.’ . . . As the SEC explained, ‘[i]n
the U.S. national market system, buyers
and sellers of securities, and the brokerdealers that act as their order-routing
agents, have a wide range of choices of
where to route orders for execution’;
[and] ‘no exchange can afford to take its
market share percentages for granted’
because ‘no exchange possesses a
monopoly, regulatory or otherwise, in
the execution of order flow from broker
dealers’. . . .’’.19 Accordingly, the
Exchange does not believe its proposed
fee change imposes any burden on
competition that is not necessary or
appropriate in furtherance of the
purposes of the Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange neither solicited nor
received comments on the proposed
rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action

lotter on DSK11XQN23PROD with NOTICES1

The foregoing rule change has become
effective pursuant to Section 19(b)(3)(A)
of the Act 20 and paragraph (f) of Rule
19b–4 21 thereunder. At any time within
60 days of the filing of the proposed rule
change, the Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is necessary or appropriate in the
public interest, for the protection of
investors, or otherwise in furtherance of
the purposes of the Act. If the
Commission takes such action, the
Commission will institute proceedings
to determine whether the proposed rule
18 See Securities Exchange Act Release No. 51808
(June 9, 2005), 70 FR 37496, 37499 (June 29, 2005).
19 NetCoalition v. SEC, 615 F.3d 525, 539 (DC Cir.
2010) (quoting Securities Exchange Act Release No.
59039 (December 2, 2008), 73 FR 74770, 74782–83
(December 9, 2008) (SR–NYSEArca–2006–21)).
20 15 U.S.C. 78s(b)(3)(A).
21 17 CFR 240.19b–4(f).

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change should be approved or
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:
Electronic Comments
• Use the Commission’s internet
comment form (http://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
CboeEDGX–2021–036 on the subject
line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–CboeEDGX–2021–036. 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 Commission’s
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 Commission’s 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 SR–CboeEDGX–2021–036 and
should be submitted on or before
September 2, 2021.

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For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.22
J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2021–17178 Filed 8–11–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[SEC File No. 270–659, OMB Control No.
3235–0723]

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:
Form 1–Z

Notice is hereby given that, pursuant
to the Paperwork Reduction Act of 1995
(44 U.S.C. 3501 et seq.), the Securities
and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the collection of information
summarized below. The Commission
plans to submit this existing collection
of information to the Office of
Management and Budget for extension
and approval.
Form 1–Z (17 CFR 239.94) is used to
report terminated or completed offerings
or to suspend the duty to file ongoing
reports under Regulation A, an
exemption from registration under the
Securities Act of 1933 (15 U.S.C 77a et
seq.). The purpose of the Form 1–Z is
to collect empirical data for the
Commission on offerings conducted
under Regulation A that have
terminated or completed, to indicate to
the Commission that issuers that have
conducted Tier 2 offering are
suspending their duty to file reports
under Regulation A and to provide such
information to the investing public. We
estimate that approximately 17 issuers
file Form 1–Z annually. We estimate
that Form 1–Z takes approximately 1.5
hours to prepare. We estimate that
100% of the 1.5 hours per response is
prepared by the company for a total
annual burden of 26 hours (1.5 hours
per response × 17 responses).
Written comments are invited on: (a)
Whether this proposed collection of
information is necessary for the proper
performance of the functions of the
agency, including whether the
information will have practical utility;
(b) the accuracy of the agency’s estimate
22 17

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CFR 200.30–3(a)(12).

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44424

Federal Register / Vol. 86, No. 153 / Thursday, August 12, 2021 / Notices

of the burden imposed by the 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
unless it displays a currently valid
control number.
Please direct your written comment 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_
[email protected].

board diversity (‘‘Board Diversity
Proposal’’). The proposed rule change
was published for comment in the
Federal Register on December 11,
2020.3 On February 26, 2021, the
Exchange filed Amendment No. 1 to the
proposed rule change, which replaced
and superseded the proposed rule
change as originally filed.4
On December 1, 2020, the Exchange
also filed with the Commission,
pursuant to Section 19(b)(1) of the Act 5
and Rule 19b–4 thereunder,6 a proposed
rule change to offer certain listed
companies access to a complimentary
board recruiting service to help advance
diversity on company boards (‘‘Board
Recruiting Service Proposal’’), which
was published for comment in the
Federal Register on December 10,
2020.7 On February 26, 2021, the
Exchange filed Amendment No. 1 to the
proposed rule change, which replaced

Dated: August 6, 2021.
J. Matthew DeLesDernier,
Assistant Secretary.

3 See Securities Exchange Act Release No. 90574
(December 4, 2020), 85 FR 80472 (SR–NASDAQ–
2020–081). Comments received on the Board
Diversity Proposal are available on the
Commission’s website at: https://www.sec.gov/
comments/sr-nasdaq-2020-081/
srnasdaq2020081.htm. On January 19, 2021,
pursuant to Section 19(b)(2) of the Act, 15 U.S.C.
78s(b)(2), the Division of Trading and Markets
(‘‘Division’’), for the Commission pursuant to
delegated authority, designated a longer period
within which to approve the proposed rule change,
disapprove the proposed rule change, or institute
proceedings to determine whether to disapprove the
proposed rule change. See Securities Exchange Act
Release No. 90951, 86 FR 7135 (January 26, 2021).
The Division, for the Commission pursuant to
delegated authority, designated March 11, 2021 as
the date by which the Commission shall approve or
disapprove, or institute proceedings to determine
whether to disapprove, the proposed rule change.
See also infra note 11 and accompanying text
(providing additional procedural history for the
Board Diversity Proposal).
4 The full text of Amendment No. 1 to the Board
Diversity Proposal is available on the Commission’s
website at: https://www.sec.gov/comments/srnasdaq-2020-081/srnasdaq2020081-8425992229601.pdf.
5 15 U.S.C. 78s(b)(1).
6 17 CFR 240.19b–4.
7 See Securities Exchange Act Release No. 90571
(December 4, 2020), 85 FR 79556 (SR–NASDAQ–
2020–082). Comments received on the Board
Recruiting Service Proposal are available on the
Commission’s website at: https://www.sec.gov/
comments/sr-nasdaq-2020-082/
srnasdaq2020082.htm. On January 19, 2021,
pursuant to Section 19(b)(2) of the Act, 15 U.S.C.
78s(b)(2), the Division, for the Commission
pursuant to delegated authority, designated a longer
period within which to approve the proposed rule
change, disapprove the proposed rule change, or
institute proceedings to determine whether to
disapprove the proposed rule change. See Securities
Exchange Act Release No. 90952, 86 FR 7148
(January 26, 2021). The Division, for the
Commission pursuant to delegated authority,
designated March 10, 2021 as the date by which the
Commission shall approve or disapprove, or
institute proceedings to determine whether to
disapprove, the proposed rule change. See also
infra note 11 and accompanying text (providing
additional procedural history for the Board
Recruiting Service Proposal).

[FR Doc. 2021–17156 Filed 8–11–21; 8:45 am]
BILLING CODE 8011–01–P

SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–92590; File Nos. SR–
NASDAQ–2020–081; SR–NASDAQ–2020–
082]

Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Order
Approving Proposed Rule Changes, as
Modified by Amendments No. 1, To
Adopt Listing Rules Related to Board
Diversity and To Offer Certain Listed
Companies Access to a
Complimentary Board Recruiting
Service

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August 6, 2021.

I. Introduction and Overview
A self-regulatory organization, or
‘‘SRO,’’ may propose a change in its
rules or propose a new rule by filing the
proposal with the Securities and
Exchange Commission (‘‘Commission’’)
pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’).1 This order considers two
separate proposed rule changes that The
Nasdaq Stock Market LLC (‘‘Nasdaq’’ or
‘‘Exchange’’) filed with the Commission.
On December 1, 2020, the Exchange
filed with the Commission, pursuant to
Section 19(b)(1) of the Act and Rule
19b–4 thereunder,2 a proposed rule
change to adopt listing rules related to
1 15
2 17

U.S.C. 78s(b)(1).
CFR 240.19b–4.

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and superseded the proposed rule
change as originally filed.8
On March 10, 2021, the Division, for
the Commission pursuant to delegated
authority, published notice of
Amendments No. 1 9 and instituted
proceedings pursuant to Section
19(b)(2)(B) of the Act 10 to determine
whether to approve or disapprove the
proposed rule changes, as modified by
Amendments No. 1.11
The Act governs the Commission’s
review of SRO-proposed rules. Section
19(b)(2)(C)(i) provides that the
Commission ‘‘shall approve’’ a proposal
if it finds that the rule is consistent with
the requirements of the Act and the
rules and regulations applicable to the
SRO—including requirements in
Section 6(b).12 The statute does not give
the Commission the ability to make any
changes to the rule proposal as
submitted, or to disapprove the rule
proposal on the ground that the
Commission would prefer some
alternative rule on the same topic.
Under the Board Diversity Proposal,
the Exchange proposes to require each
Nasdaq-listed company, subject to
certain exceptions, to publicly disclose
in an aggregated form, to the extent
permitted by applicable law,
information on the voluntary selfidentified gender and racial
characteristics and LGBTQ+ status (all
terms defined below) of the company’s
board of directors. The Exchange also
proposes to require each Nasdaq-listed
company, subject to certain exceptions,
to have, or explain why it does not have,
at least two members of its board of
directors who are Diverse, including at
least one director who self-identifies as
female and at least one director who
8 The full text of Amendment No. 1 to the Board
Recruiting Service Proposal is available on the
Commission’s website at: https://www.sec.gov/
comments/sr-nasdaq-2020-082/srnasdaq20200828425987-229599.pdf.
9 Amendment No. 1 to the Board Diversity
Proposal and Amendment No. 1 to the Board
Recruiting Service Proposal are collectively referred
to as ‘‘Amendments No. 1.’’
10 15 U.S.C. 78s(b)(2)(B).
11 See Securities Exchange Act Release No. 91286,
86 FR 14484 (March 16, 2021). On June 7, 2021,
pursuant to Section 19(b)(2) of the Act, 15 U.S.C.
78s(b)(2), the Division, for the Commission
pursuant to delegated authority, designated a longer
period within which to issue an order approving or
disapproving the proposed rule changes, as
modified by Amendments No. 1. See Securities
Exchange Act Release Nos. 92118, 86 FR 31355
(June 11, 2021) (SR–NASDAQ–2020–081); 92119,
86 FR 31355 (June 11, 2021) (SR–NASDAQ–2020–
082). The Division, for the Commission pursuant to
delegated authority, designated August 8, 2021 as
the date by which the Commission shall approve or
disapprove the Board Diversity Proposal, and
August 7, 2021 as the date by which the
Commission shall approve or disapprove the Board
Recruiting Service Proposal.
12 15 U.S.C. 78s(b)(2)(C)(i).

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