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Staff Statement Regarding Nasdaq Rule Proposal

Dec. 23, 2020

The staff recognizes that fair, orderly, and efficient market function and competition is the hallmark of our securities markets.[1]

Yesterday, the Commission approved a proposed rule change, following the opportunity for public comment, by the New York Stock Exchange (NYSE) to allow a direct listing of securities on the NYSE floor by an issuer engaged in a primary offering. The Nasdaq Stock Market (Nasdaq) also has pending before the Commission a proposed rule change to allow primary offering direct listings in the context of Nasdaq’s own distinct market model. Additionally, yesterday evening, Nasdaq submitted a separate proposed rule change on this issue for which Nasdaq seeks immediate effectiveness without a prior public comment period.

Staff intends to work to expeditiously complete, as promptly as possible accommodating public comment, a review of these proposals, and as with all self-regulatory organizations’ proposed rule changes, will evaluate, among other things, whether they are consistent with the requirements of the Exchange Act and Commission rules.

[1] This statement represents the views of the staff of the Division of Trading and Markets. It is not a rule, regulation or statement of the Securities and Exchange Commission (SEC or the Commission). The Commission has neither approved nor disapproved its content. This statement, like all staff statements, has no legal force or effect: it does not alter or amend applicable law, and it creates no new or additional obligations for any person.

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