Subject: File No. SR-NASDAQ-2018-008
From: Greg Rodgers
Affiliation: Latham Watkins

March 14, 2018

We are writing in response to the Notice of Filing of Proposed Rule Change to Modify the Listing Requirements Contained in Listing Rule 5635(d) to Change the Definition of Market Value for Purposes of the Shareholder Approval Rules and Eliminate the Requirement for Shareholder Approval of Issuances at a Price Less than Book Value but Greater than Market Value (the Notice). As noted in our comment letters dated February 15, 2016 and July 27, 2017 (the Comment Letters) to Nasdaqs initial solicitations regarding its review of its shareholder approval rules, we applaud the reevaluation of the rules in light of changes in market practice and investor protection mechanisms in the time since the adoption of the rules. For the reasons set forth in the Comment Letters, we support, without reservation, the rules changes described in the Notice.