Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Clarify the Rules of the Nasdaq Global Select Market, 45878-45879 [E6-13024]

Download as PDF 45878 Federal Register / Vol. 71, No. 154 / Thursday, August 10, 2006 / Notices For the Commission, by the Division of Market Regulation, pursuant to delegated authority.12 Nancy M. Morris, Secretary. [FR Doc. E6–13004 Filed 8–9–06; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–54274; File No. SR– NASDAQ–2006–020] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change to Clarify the Rules of the Nasdaq Global Select Market August 3, 2006. 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 July 28, 2006, The NASDAQ Stock Market LLC (‘‘Nasdaq’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change as described in Items I and II below, which Items have been prepared by Nasdaq. Nasdaq filed the proposal as a non-controversial rule change pursuant to section 19(b)(3)(A)(iii) of the Act3 and Rule 19b–4(f)(6) thereunder,4 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change Nasdaq clarifies certain rules related to the Nasdaq Global Select Market and corrects a typographical error. The text of the proposed rule change is below. Proposed new language is italicized; proposed deletions are [bracketed].5 * * * * * 4425. Nasdaq Global Select Market (a) An issuer that applies for listing on the [Nasdsaq] Nasdaq Global Market and meets the requirements for initial listing contained in Rule 4426 shall be listed on the Nasdaq Global Select Market. (b)–(f) No change. rwilkins on PROD1PC61 with NOTICES 12 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(iii). 4 17 CFR 240.19b–4(f)(6). 5 Changes are marked to the rule text that appears in the electronic manual of Nasdaq found at http:// www.nasdaqtrader.com. 1 15 VerDate Aug<31>2005 21:27 Aug 09, 2006 Jkt 208001 4426. Nasdaq Global Select Market Listing Requirements (a) No change. (b) Liquidity Requirements (1) The security must demonstrate either: (A)–(B) No change. (C) a minimum of 450 beneficial shareholders, in the case of: (i) An issuer listing in connection with [its emergence from a bankruptcy or reorganization proceeding;] a courtapproved reorganization under the federal bankruptcy laws or comparable foreign laws; or (ii) an issuer that is affiliated with another company listed on the Global Select Market. (2) No change. (3) The publicly held shares must have either: (A)–(B) No change. (C) a market value of at least $70 million in the case of: (i) An issuer listing in connection with its initial public offering; (ii) an issuer that is affiliated with, or a spin-off from, another company listed on the Global Select Market; and (iii) a closed end management investment company registered under the Investment Company Act of 1940. (c)–(d) No change. (e) Closed End Management Investment Companies. (1) A closed end management investment company registered under the Investment Company Act of 1940 shall not be required to meet paragraph (c) of this Rule 4426. (2) In lieu of the requirement in paragraph (b)(3) of this Rule 4426, a closed end management investment company that is listed concurrently with other closed end management investment companies that have a common investment adviser [(]or whose investment advisers are ‘‘affiliated persons,’’ as defined in the Investment Company Act of 1940[)] (a ‘‘Fund Family’’) shall be eligible if: (A) the total market value of publicly held shares in such Fund Family is at least $220 million; (B) the average market value of publicly held shares for all funds in the Fund Family is $50 million; and (C) each fund in the Fund Family has a market value of publicly held shares of at least $35 million. (f) No change. * * * * * II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, Nasdaq included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed PO 00000 Frm 00114 Fmt 4703 Sfmt 4703 rule change. The text of these statements may be examined at the places specified in Item IV below. Nasdaq has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Nasdaq recently created a new listing segment known as the Nasdaq Global Select Market. Issuers listed on the Nasdaq Global Select Market must meet higher initial listing requirements and will receive certain differentiated services from Nasdaq.6 While Nasdaq originally filed the rules related to the Nasdaq Global Select Market as changes to Nasdaq Rules that will be operative once Nasdaq begins operations as a national securities exchange,7 in order to implement the new segment on July 1, 2006, prior to Nasdaq’s operation as an exchange, Nasdaq also filed these rules as changes to the rules of NASD (the ‘‘NASD Filing’’).8 This filing incorporates into Nasdaq Rules certain clarifying changes made in the NASD Filing and corrects a typographical error. 2. Statutory Basis Nasdaq believes that the proposed rule change is consistent with the provisions of section 6 of the Act,9 in general, and section 6(b)(5) of the Act,10 in particular, in that the proposal is designed to prevent fraudulent and manipulative acts and practices, 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 6 These differentiated services involve the provision of academic, research, and corporate governance materials and support that recognize the size and stature of companies on the Nasdaq Global Select Market. For example, companies on the Nasdaq Global Select Market may receive access to additional reports through Nasdaq’s Market Intelligence Desk and Nasdaq Online, peer and industry information derived from surveys and third parties, and access to third-party research about their companies. 7 See Securities Exchange Act Release No. 53799 (May 12, 2006), 71 FR 29195 (May 19, 2006) (SR– NASDAQ–2006–007). 8 See Securities Exchange Act Release No. 54071 (June 29, 2006), 71 FR 38922 (July 10, 2006) (SR– NASD–2006–068). 9 15 U.S.C. 78f. 10 15 U.S.C. 78f(b)(5). E:\FR\FM\10AUN1.SGM 10AUN1 Federal Register / Vol. 71, No. 154 / Thursday, August 10, 2006 / Notices general, to protect investors and the public interest. Nasdaq believes that the proposed rule change clarifies certain terms in Nasdaq Rules. necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act.16 B. Self-Regulatory Organization’s Statement on Burden on Competition IV. Solicitation of Comments Nasdaq does not believe that the proposed rule change will result in 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 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 Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change has become effective pursuant to section 19(b)(3)(A)(iii) of the Act 11 and Rule 19b–4(f)(6) thereunder,12 because it: (i) Does not significantly affect the protection of investors or the public interest; (ii) does not impose any significant burden on competition; and (iii) by its terms, does not become operative for 30 days after the date of the filing, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest.13 Nasdaq requests that the Commission waive the 30-day operative period under Rule 19b–4(f)(6)(iii).14 The Commission believes that it is consistent with the protection of investors and the public interest to waive the 30-day operative delay and make this proposed rule change immediately effective upon filing on July 28, 2006, because the proposal merely incorporates certain clarifying changes made in the NASD Filing into Nasdaq Rules and corrects a typographical error.15 At any time within 60 days of the filing of such proposed rule change, the Commission may summarily abrogate such rule change if it appears to the Commission that such action is 11 15 U.S.C. 78s(b)(3)(A)(iii). CFR 240.19b–4(f)(6). 13 As required by Rule 19b–4(f)(6)(iii) of the Act, Nasdaq provided the Commission with written notice of its intent to file the proposed rule change, along with a brief description of the text of the proposed rule change, at least five business days prior to the date of the filing of the proposed rule change. 14 17 CFR 240.19b–4(f)(6)(iii). 15 For purposes only of waiving the 30-day operative delay of this proposal, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). rwilkins on PROD1PC61 with NOTICES 12 17 VerDate Aug<31>2005 21:27 Aug 09, 2006 Jkt 208001 • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an E-mail to rulecomments@sec.gov. Please include File Number SR–NASDAQ–2006–020 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NASDAQ–2006–020. This file number should be included on the subject line if E-mail 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 Web site (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 inspection and copying in the Commission’s Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of Nasdaq. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NASDAQ–2006–020 and should be submitted on or before August 31, 2006. 16 See section 19(b)(3)(C) of the Act, 15 U.S.C. 78s(b)(3)(C). PO 00000 Frm 00115 Fmt 4703 Sfmt 4703 45879 For the Commission, by the Division of Market Regulation, pursuant to delegated authority.17 Nancy M. Morris, Secretary. [FR Doc. E6–13024 Filed 8–9–06; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–54265; File No. SR–NASD– 2006–064] Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Notice of Filing of Proposed Rule Change and Amendment Nos. 1 and 2 Thereto Relating To Extension of Time Requests August 2, 2006. 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 May 15, 2006, the National Association of Securities Dealers, Inc. (‘‘NASD’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by NASD. On May 25, 2006, NASD filed Amendment No. 1 to the proposed rule change.3 On July 25, 2006, NASD filed Amendment No. 2 to the proposed rule change.4 The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change NASD is proposing to adopt new Rule 3160 to require (1) all clearing firm members for which NASD is the designated examining authority (‘‘DEA’’) pursuant to Rule 17d–1 under the Act to submit to NASD requests for extensions of time under Regulation T promulgated by the Federal Reserve Board (‘‘FRB’’), or pursuant to Rule 15c3–3(n) under the Act; and (2) each clearing firm member for which NASD is the DEA to file a monthly report with NASD indicating all broker-dealers for which it clears that have overall ratios 17 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 In Amendment No. 1, NASD made nonsubstantive changes to the discussion of the purpose of the proposed rule change. 4 Amendment No. 2 replaces and supersedes the original proposed rule filing and Amendment No. 1 in its entirety. 1 15 E:\FR\FM\10AUN1.SGM 10AUN1

Agencies

[Federal Register Volume 71, Number 154 (Thursday, August 10, 2006)]
[Notices]
[Pages 45878-45879]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-13024]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54274; File No. SR-NASDAQ-2006-020]


 Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change 
to Clarify the Rules of the Nasdaq Global Select Market

August 3, 2006.
    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 July 28, 2006, The NASDAQ Stock Market LLC (``Nasdaq'') filed with 
the Securities and Exchange Commission (``Commission'') the proposed 
rule change as described in Items I and II below, which Items have been 
prepared by Nasdaq. Nasdaq filed the proposal as a non-controversial 
rule change pursuant to section 19(b)(3)(A)(iii) of the Act\3\ and Rule 
19b-4(f)(6) thereunder,\4\ which renders the proposal effective upon 
filing with the Commission. 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Nasdaq clarifies certain rules related to the Nasdaq Global Select 
Market and corrects a typographical error. The text of the proposed 
rule change is below. Proposed new language is italicized; proposed 
deletions are [bracketed].\5\
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    \5\ Changes are marked to the rule text that appears in the 
electronic manual of Nasdaq found at http://www.nasdaqtrader.com.
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* * * * *

4425. Nasdaq Global Select Market

    (a) An issuer that applies for listing on the [Nasdsaq] Nasdaq 
Global Market and meets the requirements for initial listing contained 
in Rule 4426 shall be listed on the Nasdaq Global Select Market.
    (b)-(f) No change.

4426. Nasdaq Global Select Market Listing Requirements

    (a) No change.
    (b) Liquidity Requirements
    (1) The security must demonstrate either:
    (A)-(B) No change.
    (C) a minimum of 450 beneficial shareholders, in the case of: (i) 
An issuer listing in connection with [its emergence from a bankruptcy 
or reorganization proceeding;] a court-approved reorganization under 
the federal bankruptcy laws or comparable foreign laws; or (ii) an 
issuer that is affiliated with another company listed on the Global 
Select Market.
    (2) No change.
    (3) The publicly held shares must have either:
    (A)-(B) No change.
    (C) a market value of at least $70 million in the case of: (i) An 
issuer listing in connection with its initial public offering; (ii) an 
issuer that is affiliated with, or a spin-off from, another company 
listed on the Global Select Market; and (iii) a closed end management 
investment company registered under the Investment Company Act of 1940.
    (c)-(d) No change.
    (e) Closed End Management Investment Companies.
    (1) A closed end management investment company registered under the 
Investment Company Act of 1940 shall not be required to meet paragraph 
(c) of this Rule 4426.
    (2) In lieu of the requirement in paragraph (b)(3) of this Rule 
4426, a closed end management investment company that is listed 
concurrently with other closed end management investment companies that 
have a common investment adviser [(]or whose investment advisers are 
``affiliated persons,'' as defined in the Investment Company Act of 
1940[)] (a ``Fund Family'') shall be eligible if: (A) the total market 
value of publicly held shares in such Fund Family is at least $220 
million; (B) the average market value of publicly held shares for all 
funds in the Fund Family is $50 million; and (C) each fund in the Fund 
Family has a market value of publicly held shares of at least $35 
million.
    (f) No change.
* * * * *

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

    In its filing with the Commission, Nasdaq 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 these statements may be examined at the places specified in 
Item IV below. Nasdaq has prepared summaries, set forth in Sections A, 
B, and C below, of the most significant aspects of such statements.

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

1. Purpose
    Nasdaq recently created a new listing segment known as the Nasdaq 
Global Select Market. Issuers listed on the Nasdaq Global Select Market 
must meet higher initial listing requirements and will receive certain 
differentiated services from Nasdaq.\6\ While Nasdaq originally filed 
the rules related to the Nasdaq Global Select Market as changes to 
Nasdaq Rules that will be operative once Nasdaq begins operations as a 
national securities exchange,\7\ in order to implement the new segment 
on July 1, 2006, prior to Nasdaq's operation as an exchange, Nasdaq 
also filed these rules as changes to the rules of NASD (the ``NASD 
Filing'').\8\ This filing incorporates into Nasdaq Rules certain 
clarifying changes made in the NASD Filing and corrects a typographical 
error.
---------------------------------------------------------------------------

    \6\ These differentiated services involve the provision of 
academic, research, and corporate governance materials and support 
that recognize the size and stature of companies on the Nasdaq 
Global Select Market. For example, companies on the Nasdaq Global 
Select Market may receive access to additional reports through 
Nasdaq's Market Intelligence Desk and Nasdaq Online, peer and 
industry information derived from surveys and third parties, and 
access to third-party research about their companies.
    \7\ See Securities Exchange Act Release No. 53799 (May 12, 
2006), 71 FR 29195 (May 19, 2006) (SR-NASDAQ-2006-007).
    \8\ See Securities Exchange Act Release No. 54071 (June 29, 
2006), 71 FR 38922 (July 10, 2006) (SR-NASD-2006-068).
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2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of section 6 of the Act,\9\ in general, and section 
6(b)(5) of the Act,\10\ in particular, in that the proposal is designed 
to prevent fraudulent and manipulative acts and practices, 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

[[Page 45879]]

general, to protect investors and the public interest. Nasdaq believes 
that the proposed rule change clarifies certain terms in Nasdaq Rules.
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    \9\ 15 U.S.C. 78f.
    \10\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change will result 
in 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

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to section 
19(b)(3)(A)(iii) of the Act \11\ and Rule 19b-4(f)(6) thereunder,\12\ 
because it: (i) Does not significantly affect the protection of 
investors or the public interest; (ii) does not impose any significant 
burden on competition; and (iii) by its terms, does not become 
operative for 30 days after the date of the filing, or such shorter 
time as the Commission may designate if consistent with the protection 
of investors and the public interest.\13\
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    \11\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \12\ 17 CFR 240.19b-4(f)(6).
    \13\ As required by Rule 19b-4(f)(6)(iii) of the Act, Nasdaq 
provided the Commission with written notice of its intent to file 
the proposed rule change, along with a brief description of the text 
of the proposed rule change, at least five business days prior to 
the date of the filing of the proposed rule change.
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    Nasdaq requests that the Commission waive the 30-day operative 
period under Rule 19b-4(f)(6)(iii).\14\ The Commission believes that it 
is consistent with the protection of investors and the public interest 
to waive the 30-day operative delay and make this proposed rule change 
immediately effective upon filing on July 28, 2006, because the 
proposal merely incorporates certain clarifying changes made in the 
NASD Filing into Nasdaq Rules and corrects a typographical error.\15\
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    \14\ 17 CFR 240.19b-4(f)(6)(iii).
    \15\ For purposes only of waiving the 30-day operative delay of 
this proposal, the Commission has considered the proposed rule's 
impact on efficiency, competition, and capital formation. 15 U.S.C. 
78c(f).
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    At any time within 60 days of the filing of such proposed rule 
change, the Commission may summarily abrogate 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.\16\
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    \16\ See section 19(b)(3)(C) of the Act, 15 U.S.C. 78s(b)(3)(C).
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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 E-mail to rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2006-020 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, Station Place, 100 F 
Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-NASDAQ-2006-020. This 
file number should be included on the subject line if E-mail 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 Web site (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 inspection 
and copying in the Commission's Public Reference Room. Copies of such 
filing also will be available for inspection and copying at the 
principal office of Nasdaq. All comments received will be posted 
without change; the Commission does not edit personal identifying 
information from submissions. You should submit only information that 
you wish to make available publicly.
    All submissions should refer to File Number SR-NASDAQ-2006-020 and 
should be submitted on or before August 31, 2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\17\
Nancy M. Morris,
Secretary.
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    \17\ 17 CFR 200.30-3(a)(12).
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 [FR Doc. E6-13024 Filed 8-9-06; 8:45 am]
BILLING CODE 8010-01-P