Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Eliminate Certain Transitional Corporate Governance Rules, 54696-54697 [E6-15441]
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54696
Federal Register / Vol. 71, No. 180 / Monday, September 18, 2006 / Notices
information provided is mandatory. All
information provided to the
Commission is available to the public
for review. Approximately 17
respondents file Form SB–1 annually at
an estimated 708 hours per response for
a total annual burden of 12,036 hours.
We further estimate that 25% of the
total burden (3,009 hours) is prepared
by the company and the remaining 75%
of the total burden hours is prepared by
outside counsel retained by the
company.
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.
Written comments regarding the
above information should be directed to
the following persons: (i) Desk Officer
for the Securities and Exchange
Commission, Office of Information and
Regulatory Affairs, Office of
Management and Budget, Room 10102,
New Executive Office Building,
Washington, DC 20503 or send an email to David_Rostker@omb.eop.gov;
and (ii) R. Corey Booth, Director/Chief
Information Officer, Securities and
Exchange Commission, C/O Shirley
Martinson 6432 General Green Way,
Alexandria, Virginia 22312; or send an
e-mail to: PRA_Mailbox@sec.gov.
Comments must be submitted to OMB
within 30 days of this notice.
Dated: September 11, 2006.
Nancy M. Morris,
Secretary.
[FR Doc. E6–15458 Filed 9–15–06; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
Proposed Collection; Comment
Request
Upon Written Request, Copies Available
From: Securities and Exchange
Commission, Office of Filings and
Information Services, Washington, DC
20549.
cprice-sewell on PROD1PC66 with NOTICES
Extension:
Rule 17f–2(a); SEC File No. 270–34; OMB
Control No. 3235–0034.
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.
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Rule 17f–2 (17 CFR 240.17f–2) of the
Securities Exchange Act of 1934 (17
U.S.C. 78a et seq.) requires that
securities professionals be fingerprinted.
This requirement serves to identify
security risk personnel, to allow an
employer to make fully informed
employment decisions, and to deter
possible wrongdoers from seeking
employment in the securities industry.
Partners, directors, officers, and
employees of exchanges, brokers,
dealers, transfer agents, and clearing
agencies are included.
It is estimated that 10,000
respondents will submit fingerprint
cards. It is also estimated that each
respondent will submit 55 fingerprint
cards. The staff estimates that the
average number of hours necessary to
comply with the Rule 17f–2(a) is onehalf hour. The total burden is 275,000
hours for respondents. The average cost
per hour is approximately $50.
Therefore, the total cost of compliance
for respondents is $13,750,000.
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
agency, including whether the
information shall have practical utility;
(b) the accuracy of the agency’s
estimates of the burden of the proposed
collection of information; (c) ways to
enhance the quality, utility, and clarity
of the information to be 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.
Please direct your written comments
to R. Corey Booth, Director/Chief
Information Officer, Securities and
Exchange Commission, C/O Shirley
Martinson, 6432 General Green Way,
Alexandria, Virginia 22312; or send an
e-mail to: PRA_Mailbox@sec.gov.
Dated: September 11, 2006.
Nancy M. Morris,
Secretary.
[FR Doc. E6–15459 Filed 9–15–06; 8:45 am]
BILLING CODE 8010–01–P
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SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–54420; File No. SR–
NASDAQ–2006–033]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Eliminate
Certain Transitional Corporate
Governance Rules
September 11, 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 August
25, 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 has designated the
proposed rule change as one
constituting a non-controversial rule
change under 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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Nasdaq proposes to eliminate certain
transitional provisions of its Rules that
have expired and to clarify the
applicability of Nasdaq Rule 4320(a).
Nasdaq proposes to implement the
proposed rule change immediately.
The text of the proposed rule change
is available on Nasdaq’s Web site at
https://www.nasdaq.com, at Nasdaq’s
principal office, 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,
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,
1 15
U.S.C. 78s(b)(1)
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(iii).
4 17 CFR 240.19b–4(f)(6).
2 17
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Federal Register / Vol. 71, No. 180 / Monday, September 18, 2006 / Notices
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, as amended.
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 proposes to delete Nasdaq
Rules 4200–1 and 4350–1 and to amend
Nasdaq Rule 4350(a)(5) and IM 4350–6
to remove transitional rules that are no
longer applicable to any listed
companies. The rules replacing these
provisions were fully phased-in as of
December 31, 2005. In addition, Nasdaq
proposes to modify Nasdaq Rule 4320(a)
to clarify the applicability of that
section to newly-issued securities. This
rule currently excludes a ‘‘newly issued
security’’ from the registration
requirements contained in Rule
4320(a).5 Nonetheless, pursuant to
Section 12(a) of the Act,6 all securities
must be registered under, or subject to
an exemption from, Section 12(b) 7to be
listed on Nasdaq. As a result, Nasdaq
proposes to eliminate this exclusion,
consistent with the comparable
provision of Rule 4310(a).8
2. Statutory Basis
cprice-sewell on PROD1PC66 with NOTICES
Nasdaq believes that the proposed
rule change is consistent with the
provisions of Section 6 of the Act,9 in
general, and with 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 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.
Nasdaq believes the proposed rule
change clarifies its rules.
5 Nasdaq Rule 4320(a) currently provides that a
security of a non-Canadian foreign issuer or an
American Depositary Receipt or similar security
issued in respect of a security of a foreign issuer,
‘‘other than a newly issued security,’’ shall be
considered or listing on Nasdaq provided that,
among other things, it is: (1) Registered pursuant to
Section 12(b) of the Act; or (2) subject to an
exemption issued by the Commission that permits
the listing of the security notwithstanding its failure
to be registered pursuant to Section 12(b).
6 15 U.S.C. 78l(a).
7 15 U.S.C. 78l(b).
8 Nasdaq Rule 4310(a) currently provides that a
security of a domestic or Canadian issuer shall be
considered for listing on Nasdaq provided that,
among other things, it is: (1) Registered pursuant to
Section 12(b) of the Act; or (2) subject to an
exemption issued by the Commission that permits
the listing of the security notwithstanding its failure
to be registered pursuant to Section 12(b).
9 15 U.S.C. 78f.
10 15 U.S.C. 78f(b)(5).
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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 with respect to
the proposed rule change.
54697
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 e-mail to rulecomments@sec.gov. Please include File
Number SR–NASDAQ–2006–033 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.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 11 and Rule 19b–
4(f)(6) thereunder.12
Nasdaq has requested that the
Commission waive the 30-day preoperative period requirement for ‘‘noncontroversial’’ proposals because the
provisions to be deleted have no current
application, and the proposed changes
to the rule text merely clarify the
existing text. In light of the foregoing,
the Commission believes that waiver of
the 30-day operative delay is consistent
with the protection of investors and the
public interest. Accordingly, the
Commission has determined to waive
the operative delay, and the proposed
rule change has become effective
pursuant to Section 19(b)(3)(A) of the
Act,13 and Rule 19b–4(f)(6)
thereunder,14 with no operative delay.
At any time within 60 days of the
filing of the 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.
All submissions should refer to File
Number SR–NASDAQ–2006–033. 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 (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 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–2006–033 and
should be submitted on or before
October 10, 2006.
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.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.15
Nancy M. Morris,
Secretary.
[FR Doc. E6–15441 Filed 9–15–06; 8:45 am]
11 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
13 15 U.S.C. 78s(b)(3)(A).
14 17 CFR 240.19b–4(f)(6).
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CFR 200.30–3(a)(12).
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]]>Agencies
[Federal Register Volume 71, Number 180 (Monday, September 18, 2006)]
[Notices]
[Pages 54696-54697]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-15441]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-54420; File No. SR-NASDAQ-2006-033]
Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Eliminate Certain Transitional Corporate Governance Rules
September 11, 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 August 25, 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 has designated the proposed rule
change as one constituting a non-controversial rule change under
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.
---------------------------------------------------------------------------
\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).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Nasdaq proposes to eliminate certain transitional provisions of its
Rules that have expired and to clarify the applicability of Nasdaq Rule
4320(a). Nasdaq proposes to implement the proposed rule change
immediately.
The text of the proposed rule change is available on Nasdaq's Web
site at https://www.nasdaq.com, at Nasdaq's principal office, 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, 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,
[[Page 54697]]
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 proposes to delete Nasdaq Rules 4200-1 and 4350-1 and to
amend Nasdaq Rule 4350(a)(5) and IM 4350-6 to remove transitional rules
that are no longer applicable to any listed companies. The rules
replacing these provisions were fully phased-in as of December 31,
2005. In addition, Nasdaq proposes to modify Nasdaq Rule 4320(a) to
clarify the applicability of that section to newly-issued securities.
This rule currently excludes a ``newly issued security'' from the
registration requirements contained in Rule 4320(a).\5\ Nonetheless,
pursuant to Section 12(a) of the Act,\6\ all securities must be
registered under, or subject to an exemption from, Section 12(b) \7\to
be listed on Nasdaq. As a result, Nasdaq proposes to eliminate this
exclusion, consistent with the comparable provision of Rule 4310(a).\8\
---------------------------------------------------------------------------
\5\ Nasdaq Rule 4320(a) currently provides that a security of a
non-Canadian foreign issuer or an American Depositary Receipt or
similar security issued in respect of a security of a foreign
issuer, ``other than a newly issued security,'' shall be considered
or listing on Nasdaq provided that, among other things, it is: (1)
Registered pursuant to Section 12(b) of the Act; or (2) subject to
an exemption issued by the Commission that permits the listing of
the security notwithstanding its failure to be registered pursuant
to Section 12(b).
\6\ 15 U.S.C. 78l(a).
\7\ 15 U.S.C. 78l(b).
\8\ Nasdaq Rule 4310(a) currently provides that a security of a
domestic or Canadian issuer shall be considered for listing on
Nasdaq provided that, among other things, it is: (1) Registered
pursuant to Section 12(b) of the Act; or (2) subject to an exemption
issued by the Commission that permits the listing of the security
notwithstanding its failure to be registered pursuant to Section
12(b).
---------------------------------------------------------------------------
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 with 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 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.
Nasdaq believes the proposed rule change clarifies its rules.
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78f.
\10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
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, as amended.
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 with respect
to the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \11\ and Rule 19b-
4(f)(6) thereunder.\12\
---------------------------------------------------------------------------
\11\ 15 U.S.C. 78s(b)(3)(A).
\12\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
Nasdaq has requested that the Commission waive the 30-day pre-
operative period requirement for ``non-controversial'' proposals
because the provisions to be deleted have no current application, and
the proposed changes to the rule text merely clarify the existing text.
In light of the foregoing, the Commission believes that waiver of the
30-day operative delay is consistent with the protection of investors
and the public interest. Accordingly, the Commission has determined to
waive the operative delay, and the proposed rule change has become
effective pursuant to Section 19(b)(3)(A) of the Act,\13\ and Rule 19b-
4(f)(6) thereunder,\14\ with no operative delay.
---------------------------------------------------------------------------
\13\ 15 U.S.C. 78s(b)(3)(A).
\14\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
At any time within 60 days of the filing of the 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.
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 e-mail to rule-comments@sec.gov. Please include
File Number SR-NASDAQ-2006-033 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-2006-033. 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 (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 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-2006-033 and should be submitted on or before
October 10, 2006.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\15\
---------------------------------------------------------------------------
\15\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Nancy M. Morris,
Secretary.
[FR Doc. E6-15441 Filed 9-15-06; 8:45 am]
BILLING CODE 8010-01-P
