[Federal Register Volume 88, Number 191 (Wednesday, October 4, 2023)]
[Notices]
[Pages 68675-68677]
[FR Doc No: 2023-22038]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-98662; File No. SR-NYSE-2023-34]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change To Amend Section 312.03(b) of
the NYSE Listed Company Manual To Modify the Circumstances Under Which
a Listed Company Must Obtain Shareholder Approval of a Sale of
Securities Below the Minimum Price to a Substantial Security Holder of
the Company

September 29, 2023.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on September 26, 2023, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I, II,
and III below, which Items have been prepared by the self-regulatory
organization. The Commission is publishing this notice to solicit
comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend Section 312.03(b) of the NYSE Listed
Company Manual (``Manual'') to modify the circumstances under which a
listed company must obtain shareholder approval of a sale of securities
to a substantial security holder of the listed company. The text of the
proposed rule change is set forth in Exhibit 5 attached [sic] hereto.
The proposed rule change is available on the Exchange's website at
www.nyse.com, at the principal office of the Exchange, and at the
Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below,

of the most significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Section 312.04(e) of the Manual provides that an interest
consisting of less than either five percent of the number of shares of
common stock or five percent of the voting power outstanding of a
company or entity shall not be considered a substantial interest or
cause the holder of such an interest to be regarded as a substantial
security holder.
    Section 312.03(b)(i) of the Manual provides that shareholder
approval is required prior to the issuance of common stock, or of
securities convertible into or exercisable for common stock, in any
transaction or series of related transactions, to a director, officer
or substantial security holder of the company if the number of shares
of common stock to be issued, or if the number of shares of common
stock into which the securities may be convertible or exercisable,
exceeds either one percent of the number of shares of common stock or
one percent of the voting power outstanding before the issuance.
    The Manual provides an exception to the shareholder approval
requirement if such transaction is a cash sale for a price that is at
least the Minimum Price. Section 312.04(h) defines the Minimum Price as
a price that is the lower of: (i) the Official Closing Price
immediately preceding the signing of the binding agreement; or (ii) the
average Official Closing Price for the five trading days immediately
preceding the signing of the binding agreement. Section 312.04(i)
defines the ``Official Closing Price'' of an issuer's common stock as
the official closing price on the Exchange as reported to the
Consolidated Tape immediately preceding the signing of a binding
agreement to issue the securities.\3\
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    \3\ For example, if the transaction is signed after the close of
the regular session at 4:00 p.m. Eastern Standard Time on a Tuesday,
then Tuesday's official closing price is used. If the transaction is
signed at any time between the close of the regular session on
Monday and the close of the regular session on Tuesday, then
Monday's official closing price is used.
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    Certain NYSE listed companies are significantly dependent on their
ability to regularly raise additional capital to fund their operations
or acquire new assets. For example, pre-revenue stage biotechnology
companies regularly seek additional capital to fund their research and
development activities and real estate investment trusts seek to fund
the acquisition of new properties by selling equity securities in
private placements or direct registered sales priced at a small
discount to the prevailing market price. It is the Exchange's
understanding that, in many cases, existing shareholders of the listed
company are willing purchasers of securities in such circumstances, as
they already understand the company's business and have a positive view
of its future prospects. Sales to existing shareholders can also be
advantageous to both the issuer and the shareholders because of the
speed with which a direct sale to an existing shareholder can be
completed if no shareholder approval is required. However, the benefits
of low transaction costs and speed of execution that typically exist
when conducting these transactions with existing shareholders face
countervailing factors if the counterparty is deemed to be a
substantial securityholder for purposes of Section 312.03(b)(i). In
such cases, to mitigate potential conflicts of interest, Exchange rules
require that any sale below the Minimum Price can relate to no more
than one per cent of the shares of common stock or one percent of the
voting power outstanding before the issuance. Any such transaction that
relates to more than one per cent of the common stock is subject to
shareholder approval, which imposes significant delay and additional
costs on the issuer, thereby often making the sale impracticable. This
one percent limitation is therefore a significant restriction on the
ability of an NYSE listed company to raise capital from its existing
shareholders. Notably, the NYSE is the only listing exchange in the
United States that has such a limitation in its rules and NYSE
companies are therefore at a disadvantage in raising additional capital
when compared to their peers listed on other national securities
exchanges.
    The Exchange believes there are significant benefits from the
protection provided to a listed company's investors by the shareholder
approval requirements in Section 312.03(b)(i) when a purchaser of the
securities in a transaction is an officer or director or other control
person of the company. In such cases, the potential exists for a
related party purchaser to use their influence within the company to
obtain superior terms from the company to the detriment of the
company's shareholders as a whole. However, the current definition of
substantial security holder used in the rule also applies to passive
holders of a company's common stock who have no board or management
representation and who may have acquired their position in the company
entirely through secondary market trades. The Exchange believes that
transactions with these kinds of passive holders do not give rise to
the potential conflicts of interest in the determination of transaction
terms that exist where the purchaser has a role in the listed company's
board or management.
    In light of the foregoing, the Exchange proposes to amend Section
312.03(b)(i) to limit its application to related parties whose interest
in the company is not passive in nature. As proposed, Section
312.03(b)(i) would be limited in application to sales to a director,
officer, controlling shareholder or member of a control group or any
other substantial security holder of the company that has an affiliated
person who is an officer or director of the company. For purposes of
determining the existence of a control group, the Exchange proposes to
rely on the filings on Form 13D or 13G disclosing the existence of a
group as defined in Exchange Act Rule 13D-5. The Exchange proposes to
amend Section 312.04 to include a new definition for purposes of
Section 312.03, providing that a ``control group'' means a group as
defined in Exchange Act Rule 13D-5 that controls the listed company.
    The Exchange notes that any listed company selling securities in a
private placement that does not meet the Minimum Price requirement to a
passive investor will remain subject to the shareholder approval
requirement of Section 312.03(c) if such transaction relates to 20
percent or more of the issuer's common stock. In addition, any such
transaction would remain subject to shareholder approval under Section
312.03(e) if it resulted in a change of control. Finally, the Exchange
notes that Section 312.03(b)(i) as proposed to be amended would
continue to provide a significant protection to shareholders against
conflicts of interest in sales of securities to related parties and
that no other listing venue has such a protection in its rules.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Act,\4\ in general, and furthers the
objectives of Section 6(b)(5) of the Act \5\ in particular, in that it
is designed to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged

in regulating, clearing, settling, processing information with respect
to, and 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 and is not designed to permit unfair discrimination between
customers, issuers, brokers, or dealers. The Exchange believes that
proposed amended Section 312.03(b)(i) is consistent with the protection
of investors and the public interest. Specifically, the amended rule
continues to provide for shareholder approval of below-market sales of
securities to related parties of a listed company where a potential
conflict of interest exists that related parties could use their
influence within the company to obtain superior terms from the company
to the detriment of the company's shareholders as a whole. The proposed
rule only modifies the existing rule to permit sales to passive
investors with respect to whom the Exchange believes that the potential
for such self-dealing does not exist. The Exchange believes that the
proposed amendment would promote competition among listing venues by
removing a limitation on capital raising by listed companies that does
not exist for their peers on other listing exchanges.
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    \4\ 15 U.S.C. 78f(b).
    \5\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The Exchange believes that
the proposed amendment increases competition among listing venues by
removing a limitation on capital raising by listed companies that does
not exist for their peers on other listing exchanges.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the
proposed rule change.

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 up to 90 days (i) as the
Commission may designate if it finds such longer period to be
appropriate and publishes its reasons for so finding or (ii) as to
which the self-regulatory organization consents, the Commission will:
    (A) by order approve or disapprove the 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:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
file number SR-NYSE-2023-34 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-NYSE-2023-34. 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 (https://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
a.m. and 3 p.m. Copies of the filing also will be available for
inspection and copying at the principal office of the Exchange. Do not
include personal identifiable information in submissions; you should
submit only information that you wish to make available publicly. We
may redact in part or withhold entirely from publication submitted
material that is obscene or subject to copyright protection. All
submissions should refer to file number SR-NYSE-2023-34 and should be
submitted on or before October 25, 2023.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\6\
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    \6\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-22038 Filed 10-3-23; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register: August 4, 2009 (Volume 74, Number 148)]
[Notices]
[Page 38606]
[DOCID:fr04au09-33]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP09-443-000]

Columbia Gulf Transmission Company; Notice of Application

July 28, 2009.
    Take notice that on July 10, 2009, Columbia Gulf Transmission
Company tendered for filing an abbreviated application pursuant to
section 7(b) of the Natural Gas Act, as amended, to abandon its
obligation to provide transportation service through various facilities
comprising the Project Central Texas Loop system.
    Any person desiring to intervene or to protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Rules of Practice and Procedure (18 CFR 385.211 and
385.214) on or before 5 p.m. Eastern time on the specified comment
date. It is not necessary to separately intervene again in a subdocket
related to a compliance filing if you have previously intervened in the
same docket. Protests will be considered by the Commission in
determining the appropriate action to be taken, but will not serve to
make protestants parties to the proceeding. Anyone filing a motion to
intervene or protest must serve a copy of that document on the
Applicant. In reference to filings initiating a new proceeding,
interventions or protests submitted on or before the comment deadline
need not be served on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://
www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First St., NE., Washington, DC 20426.
    The filings in the above proceedings are accessible in the
Commission's eLibrary system by clicking on the appropriate link in the
above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the Web site that enables subscribers to receive e-mail notification
when a document is added to a subscribed dockets(s). For assistance
with any FERC Online service, please e-mail<EMAIL_ADDRESS>
or call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.
    Comment Date: 5 p.m. Eastern Time Monday, August 3, 2009.

Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. E9-18497 Filed 8-3-09; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register Volume 86, Number 70 (Wednesday, April 14, 2021)]
[Notices]
[Page 19612]
[FR Doc No: 2021-07635]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings #1

    Take notice that the Commission received the following electric
rate filings:

    Docket Numbers: ER16-2449-002.
    Applicants: Boulder Solar II, LLC.
    Description: Compliance filing: Boulder Solar Compliance Filing to
be effective 9/1/2016.
    Filed Date: 4/8/21.
    Accession Number: 20210408-5220.
    Comments Due: 5 p.m. ET 4/29/21.

    Docket Numbers: ER21-628-002.
    Applicants: Harry Allen Solar Energy LLC.
    Description: Compliance filing: Harry Allen Solar Energy to be
effective 3/1/2021.
    Filed Date: 4/8/21.
    Accession Number: 20210408-5207.
    Comments Due: 5 p.m. ET 4/29/21.

    Docket Numbers: ER21-1636-000.
    Applicants: Midcontinent Independent System Operator, Inc.
    Description: Sec.  205(d) Rate Filing: 2021-04-07_Attachments FF-3
Clean-Up to be effective 6/7/2021.
    Filed Date: 4/7/21.
    Accession Number: 20210407-5308.
    Comments Due: 5 p.m. ET 4/28/21.

    Docket Numbers: ER21-1637-000.
    Applicants: ISO New England Inc., New England Power Pool
Participants Committee.
    Description: Sec.  205(d) Rate Filing: ISO-NE & NEPOOL; Joint
Filing Regarding Offer Review Trigger Prices to be effective 6/8/2021.
    Filed Date: 4/7/21.
    Accession Number: 20210407-5305.
    Comments Due: 5 p.m. ET 4/28/21.

    Docket Numbers: ER21-1638-000.
    Applicants: Daylight I, LLC, Edwards Solar Line I, LLC, Sanborn
Solar Line I, LLC.
    Description: Request for Waivers and Blanket Authorization of
Daylight I, LLC, et al.
    Filed Date: 4/2/21.
    Accession Number: 20210402-5306.
    Comments Due: 5 p.m. ET 4/23/21.

    Docket Numbers: ER21-1639-000.
    Applicants: PJM Interconnection, L.L.C.
    Description: Sec.  205(d) Rate Filing: Amendment to ISA, Service
Agreement No. 5813; Queue No. AD2-072 to be effective 9/29/2020.
    Filed Date: 4/8/21.
    Accession Number: 20210408-5038.
    Comments Due: 5 p.m. ET 4/29/21.

    Docket Numbers: ER21-1640-000.
    Applicants: Pacific Gas and Electric Company.
    Description: Notice of Termination of Service Agreement Nos. 52 and
53 for Berry Petroleum--Tannehill and Berry Petroleum University of
Pacific Gas and Electric Company.
    Filed Date: 4/7/21.
    Accession Number: 20210407-5336.
    Comments Due: 5 p.m. ET 4/28/21.

    Docket Numbers: ER21-1641-000.
    Applicants: New York Transco, LLC, New York Independent System
Operator, Inc.
    Description: Sec.  205(d) Rate Filing: 205 CEII EPCA among Transco,
Castleton and NYISO SA No. 2615 to be effective 3/1/2021.
    Filed Date: 4/8/21.
    Accession Number: 20210408-5138.
    Comments Due: 5 p.m. ET 4/29/21.

    Docket Numbers: ER21-1642-000.
    Applicants: Southern California Edison Company.
    Description: Sec.  205(d) Rate Filing: ED&P Letter Agreement Falcon
Energy Storage Holdings, LLC--Condor Storage to be effective 4/9/2021.
    Filed Date: 4/8/21.
    Accession Number: 20210408-5150.
    Comments Due: 5 p.m. ET 4/29/21.

    Docket Numbers: ER21-1643-000.
    Applicants: Southwest Power Pool, Inc.
    Description: Sec.  205(d) Rate Filing: 2450R2 KEPCO NITSA NOA
Cancellation to be effective 12/1/2020.
    Filed Date: 4/8/21.
    Accession Number: 20210408-5157.
    Comments Due: 5 p.m. ET 4/29/21.

    Take notice that the Commission received the following qualifying
facility filings:

    Docket Numbers: QF16-905-000.
    Applicants: Ampersand Chasm Falls Hydro LLC.
    Description: Refund Report of Ampersand Chasm Falls Hydro LLC.
    Filed Date: 4/8/21.
    Accession Number: 20210408-5191.
    Comments Due: 5 p.m. ET 4/29/21.

    The filings are accessible in the Commission's eLibrary system
(https://elibrary.ferc.gov/idmws/search/fercgensearch.asp) by querying
the docket number.
    Any person desiring to intervene or protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Regulations (18 CFR 385.211 and 385.214) on or before 5:00
p.m. Eastern time on the specified comment date. Protests may be
considered, but intervention is necessary to become a party to the
proceeding.
    eFiling is encouraged. More detailed information relating to filing
requirements, interventions, protests, service, and qualifying
facilities filings can be found at: http://www.ferc.gov/docs-filing/efiling/filing-req.pdf. For other information, call<PHONE_NUMBER>
(toll free). For TTY, call<PHONE_NUMBER>.

    Dated: April 8, 2021.
Nathaniel J. Davis, Sr.,
Deputy Secretary.
[FR Doc. 2021-07635 Filed 4-13-21; 8:45 am]
BILLING CODE 6717-01-P