Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Waive Initial Listing Fee and One-Time Special Charge in Connection With Listing New Class of Common Shares Payable by Any Company Listed on Another National Securities Exchange That Transfers the Listing of Its Primary Class of Common Shares to the NYSE, 71219-71221 [E6-20885]

Download as PDF Federal Register / Vol. 71, No. 236 / Friday, December 8, 2006 / Notices 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: For the Commission, by the Division of Market Regulation, pursuant to delegated authority.15 Florence E. Harmon, Deputy Secretary. [FR Doc. E6–20874 Filed 12–7–06; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–54849; File No. SR–NYSE– 2006–104] Electronic Comments • 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 No. SR–NYSE–2006–105 on the subject line. Paper Comments sroberts on PROD1PC70 with NOTICES • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–1090. Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Waive Initial Listing Fee and One-Time Special Charge in Connection With Listing New Class of Common Shares Payable by Any Company Listed on Another National Securities Exchange That Transfers the Listing of Its Primary Class of Common Shares to the NYSE November 30, 2006. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the ‘‘Act’’),1 and Rule 19b–4 thereunder,2 notice is hereby given that on November All submissions should refer to File 29, 2006, The New York Stock Exchange Number SR–NYSE–2006–105. This file LLC (‘‘Exchange’’ or ‘‘NYSE’’) filed with number should be included on the the Securities and Exchange subject line if e-mail is used. To help the Commission (‘‘Commission’’) the Commission process and review your proposed rule change as described in comments more efficiently, please use Items I and II below, which Items have only one method. The Commission will been prepared substantially by NYSE. post all comments on the Commissions The Exchange filed the proposal as a Internet Web site (http://www.sec.gov/ ‘‘non-controversial’’ proposed rule rules/sro.shtml). Copies of the change pursuant to Section 19(b)(3)(A) submission, all subsequent of the Act,3 and Rule 19b–4(f)(6) amendments, all written statements thereunder,4 which renders the proposal with respect to the proposed rule effective upon filing with the change that are filed with the Commission.5 The Commission is Commission, and all written publishing this notice to solicit communications relating to the comments on the proposed rule change proposed rule change between the from interested persons. Commission and any person, other than I. Self-Regulatory Organization’s those that may be withheld from the Statement of the Terms of Substance of public in accordance with the the Proposed Rule Change provisions of 5 U.S.C. 552, will be NYSE proposes to amend Section available for inspection and copying in 902.03 of its Listed Company Manual to the Commission’s Public Reference Room. Copies of such filing also will be provide that there shall be no initial listing fee payable by any company available for inspection and copying at the principal office of the Exchange. All listed on another national securities exchange that transfers the listing of its comments received will be posted without change; the Commission does 1 15 U.S.C. 78s(b)(1). not edit personal identifying 2 17 CFR 240.19b–4. information from submissions. You 3 15 U.S.C. 78s(b)(3)(A). should submit only information that 4 17 CFR 240.19b–4(f)(6). you wish to make available publicly. All 5 NYSE gave the Commission written notice of its submissions should refer to File intention to file the proposed rule change on Number SR–NYSE–2006–105 and November 29, 2006. The Commission reviewed the proposed rule change and gave NYSE permission to should be submitted on or before file the proposed rule change on the same day. December 29, 2006. 15 17 NYSE has asked the Commission to waive the 30day operative delay. See Rule 19b–4(f)(6)(iii). 17 CFR 240.19b–4(f)(6)(iii). CFR 200.30–3(a)(12). VerDate Aug<31>2005 19:05 Dec 07, 2006 Jkt 211001 PO 00000 Frm 00100 Fmt 4703 Sfmt 4703 71219 primary class of common shares to the Exchange. The Exchange will eliminate initial listing fees for issuers listed on other national securities exchanges that transfer their listing to the Exchange on or after November 29, 2006. In addition, the Exchange will waive with respect to such issuers the special one-time charge of $37,500 payable in connection with the initial listing of any class of common shares. The text of the proposed rule change is available at www.nyse.com, at the NYSE, 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, NYSE 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. NYSE 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 NYSE proposes to amend Section 902.03 of its Listed Company Manual to provide that there shall be no initial listing fee payable by any company listed on another national securities exchange that transfers the listing of its primary class of common shares to the Exchange. NYSE will eliminate entry and application fees for exchange issuers that transfer their listing to the Exchange on or after November 29, 2006. In addition, the Exchange will waive with respect to such issuers the special one-time charge of $37,500 payable in connection with the initial listing of any class of common shares. For issuers that have paid these fees, the Exchange will refund the money. Companies transferring from other national securities exchanges will still be required to pay the annual listing fee payable by all companies, prorated for the first portion of a calendar year after the listing date. Companies transferring from other national securities exchanges will be subject to the same level of annual fees and listing of additional shares fees as other NYSE issuers. The proposed rule change will not affect the Exchange’s commitment of resources to its regulatory oversight of the listing E:\FR\FM\08DEN1.SGM 08DEN1 sroberts on PROD1PC70 with NOTICES 71220 Federal Register / Vol. 71, No. 236 / Friday, December 8, 2006 / Notices process or its regulatory programs. Specifically, companies that switch their listing will be reviewed for compliance with Exchange listing standards in the same manner as any other company that applies to be listed on the Exchange. The Exchange will conduct a full and independent review of each issuer’s compliance with the Exchange’s listing standards. The Exchange believes that the elimination of such fees is justified on several grounds. An issuer that already paid initial listing fees to an exchange when it became a publicly traded company is reluctant to pay a second initial listing fee to another listing venue, even if it concludes that the Exchange offers the issuer and its investors superior services and market quality. Even if an issuer concludes that the Exchange would provide a superior market for its stock, the benefits of the switch must currently be weighed against the cost of initial inclusion, which can be as much as $250,000. Since the expected benefits of the switch would be diffused among the issuers’ investors and realized over time, but the initial listing fees must be paid by the issuer immediately, the Exchange is concerned that issuers that stand to benefit may nevertheless opt to forgo a switch. As such, the Exchange believes that assessing the initial fees against issuers that have already paid fees to list on another market imposes a burden on the competition between exchange markets and markets other than exchange markets, a competition that the Exchange believes is one of the central goals of the national market system. This concern is particularly great in light of the fact that the Commission has approved the waiver of initial listing fees by Nasdaq with respect to companies transferring from other national securities exchanges.6 The Exchange understands that the effect of this proposed rule change will be to impose a lower level of listing fees on switching issuers than on some other issuers. In light of the fact that the Exchange will collect the same level of annual fees and listing of additional shares fees from such issuers, however, the Exchange believes that the difference does not constitute an inequitable allocation of fees. In light of a switching issuer’s prior payment to another market, the Exchange believes that eliminating initial fees for switching issuers is entirely consistent 6 See Securities Exchange Act Release Nos. 50740 (November 29, 2004), 69 FR 70299 (December 3, 2004) (SR–NASD–2004–140) (notice) and 51004 (January 10, 2005), 70 FR 2917 (January 18, 2005) (approval order). VerDate Aug<31>2005 19:05 Dec 07, 2006 Jkt 211001 with an equitable allocation of listing fees. The Exchange does not expect the financial impact of this proposed rule change to be material, either in terms of increased levels of annual fees from switching issuers or in terms of diminished entry fees. Quite simply, even with the proposed rule change in place, the Exchange understands that a change in listing venue is a major step for an issuer, and therefore the Exchange does not expect that the number of switching issuers in a given time frame will be sufficient to have a material effect on financial resources. Accordingly, the proposed rule change will not impact the Exchange’s resource commitment to its regulatory oversight of the listing process or its regulatory programs. 2. Statutory Basis NYSE believes the proposed rule change is consistent with the requirement under Section 6(b)(4) 7 of the Act that an exchange have rules that provide for the equitable allocation of reasonable dues, fees and other charges among its members and other persons using its facilities, and the requirement under Section 6(b)(5) 8 of the Act that an exchange have rules that are designed to remove impediments to and perfect the mechanism of a free and open market and a national market system and are not designed to permit unfair discrimination between issuers. In light of a switching issuer’s prior payment to another market, the Exchange believes that the proposed fee waiver does not render the allocation of its listing fees inequitable or unfairly discriminatory because the Exchange expects that, on average, the review of companies transferring from other national securities exchanges to the Exchange will be less costly than the review of a previously unlisted company, as the issuer will have previously been subject to corporate governance requirements very similar to those of the Exchange. The Exchange believes that the fee waiver will make it easier for companies to transfer among national securities exchanges and will remove a competitive disadvantage the Exchange currently has vis a vis Nasdaq and is therefore designed to perfect the mechanism of a free and open market. 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 7 15 8 15 PO 00000 U.S.C. 78f(b)(4). U.S.C. 78f(b)(5). Frm 00101 Fmt 4703 Sfmt 4703 necessary or appropriate in furtherance of the purpose of the Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others The Exchange has neither solicited nor received written comments on 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 if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 9 and Rule 19b–4(f)(6) thereunder.10 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. NYSE has asked that the Commission waive the 30-day operative delay contained in Rule 19b–4(f)(6)(iii) under the Act.11 Because waiver of these fees will enable NYSE to compete for listings with Nasdaq, the Commission believes waiver of the 30-day operative delay is consistent with the protection of investors and the public interest. Accordingly, the Commission designates the proposal to be effective and operative upon filing with the Commission.12 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: 9 15 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). 11 17 CFR 240.19b–4(f)(6)(iii). 12 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). 10 17 E:\FR\FM\08DEN1.SGM 08DEN1 Federal Register / Vol. 71, No. 236 / Friday, December 8, 2006 / Notices Electronic Comments • 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–NYSE–2006–104 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. SECURITIES AND EXCHANGE COMMISSION [Release No. 34–54860; File No. SR NYSE– 2006–76] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Order Granting Accelerated Approval to Proposed Rule Change, as Amended, Relating to Exchange Rule 104.10 (‘‘Dealings by Specialists’’) December 1, 2006. I. Introduction On September 22, 2006, the New York Stock Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with the Securities All submissions should refer to File and Exchange Commission Number SR–NYSE–2006–104. This file (‘‘Commission’’), pursuant to Section number should be included on the 19(b)(1) of the Securities Exchange Act subject line if e-mail is used. To help the of 1934 (‘‘Act’’) 1 and Rule 19b–4 Commission process and review your thereunder,2 a proposed rule change to comments more efficiently, please use amend specialist stabilization only one method. The Commission will requirements set forth in NYSE Rule post all comments on the Commission’s 104.10 (‘‘Dealings by Specialists’’). The proposed rule change was published for Internet Web site (http://www.sec.gov/ comment in the Federal Register on rules/sro.shtml). Copies of the September 28, 2006.3 The Commission submission, all subsequent received five comment letters 4 from one amendments, all written statements commenter and two comment response with respect to the proposed rule letters from NYSE.5 On October 25, change that are filed with the 2006, NYSE filed Amendment No. 1 to Commission, and all written the proposed rule change.6 This notice communications relating to the and order approves the proposed rule proposed rule change between the change, as modified by Amendment No. Commission and any person, other than 1, on an accelerated basis.7 those that may be withheld from the II. Description of the Proposal public in accordance with the provisions of 5 U.S.C. 552, will be NYSE Rule 104 governs specialist available for inspection and copying in dealings and includes, among other the Commission’s Public Reference things, restrictions upon specialists’ Room. Copies of such filing also will be ability to trade as a dealer in the stocks available for inspection and copying at in which he or she is registered. Under the principal office of NYSE. All NYSE Rule 104(a), specialists are not permitted to effect transactions on the comments received will be posted Exchange for their proprietary accounts without change; the Commission does in any security in which the specialist not edit personal identifying information from submissions. You 1 15 U.S.C. 78s(b)(1). should submit only information that 2 17 CFR 240.19b–4. you wish to make available publicly. All 3 See Securities Exchange Act Release No. 54504 submissions should refer to File (September 26, 2006), 71 FR 57011 (‘‘Stabilization Number SR–NYSE–2006–104 and Proposal’’). 4 See letters from George Rutherfurd to the should be submitted on or before Commission, dated October 11, 2006 (‘‘Rutherfurd December 29, 2006. sroberts on PROD1PC70 with NOTICES For the Commission, by the Division of Market Regulation, pursuant to delegated authority.13 Florence E. Harmon, Deputy Secretary. [FR Doc. E6–20885 Filed 12–7–06; 8:45 am] BILLING CODE 8011–01–P 13 17 CFR 200.30–3(a)(12). VerDate Aug<31>2005 19:05 Dec 07, 2006 Jkt 211001 Letter I’’); October 20, 2006 (‘‘Rutherfurd Letter II’’); October 26, 2006 (‘‘Rutherfurd Letter III’’); November 2, 2006 (‘‘Rutherfurd Letter IV’’); and November 14, 2006 (‘‘Rutherfurd Letter V’’). 5 See letters from Mary Yeager, Assistant Secretary, NYSE, to Nancy M. Morris, Secretary, Commission, dated November 6, 2006 (‘‘NYSE Letter I’’) and November 29, 2006 (‘‘NYSE Letter II’’). 6 For a description of Amendment No. 1, see Section II.D., infra. 7 The proposed rule change, as amended by Amendment No. 1, was approved on a temporary, pilot basis in File No. SR–NYSE–2006–82. See Securities Exchange Release No. 54578 (October 5, 2006), 71 FR 60216 (October 12, 2006) (‘‘Phase 3 Pilot’’). PO 00000 Frm 00102 Fmt 4703 Sfmt 4703 71221 is registered, ‘‘unless such dealings are reasonably necessary to permit such specialist to maintain a fair and orderly market * * *’’ This restriction is known as the ‘‘negative obligation.’’ In particular, NYSE Rules 104.10(5) and (6) expand upon the negative obligation with regard to specific types of proprietary transactions. These sections further define the instances when a specialist is restricted in his or her ability to trade in relation to the direction of the market. A. Current Specialist Stabilization Rules Specifically, current NYSE Rule 104.10(5)(i) provides that specialist proprietary transactions are to be effected in a reasonable and orderly manner in relation to the general market, the market in a particular stock, and the adequacy of the specialist’s position to the immediate and reasonably anticipated needs of the market. The rule further provides that, unless it is to render the specialist’s position in a stock adequate for current or reasonably anticipated needs of the market, a specialist should not effect a non-stabilizing transaction (i.e., a transaction with the trend of price movement) for the specialist’s account when acquiring or increasing a position. In this regard, the rule restricts specialists from purchasing stock at a price above the last sale (in the same trading session) and purchasing more than 50% of the stock offered on a ‘‘zero plus tick,’’ i.e., at the same price as the last sale, when such last sale price was higher than the previous, differently priced sale in the stock on the Exchange. Specialists are, however, permitted to effect these types of transactions with Floor Official approval or in less active markets where such transactions are an essential part of a proper course of dealings and where the amount of stock involved and the price change, if any, are normal in relation to the market. NYSE Rule 104.10(6) sets forth the specialist’s stabilization requirements when liquidating or reducing a position. This rule provides that such trades should be effected in a reasonable and orderly manner in relation to the condition of the general market, the market in the particular security, and the adequacy of the specialist’s position to meet the immediate and anticipated needs of the market in the security. Specialists are permitted to liquidate or reduce a position by selling stock on a ‘‘direct minus tick,’’ i.e., selling stock at a price lower than the price of the last sale on the Exchange, or by purchasing stock on a ‘‘direct plus tick,’’ i.e., at a price higher than the price of the last E:\FR\FM\08DEN1.SGM 08DEN1

Agencies

[Federal Register Volume 71, Number 236 (Friday, December 8, 2006)]
[Notices]
[Pages 71219-71221]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-20885]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-54849; File No. SR-NYSE-2006-104]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Waive Initial Listing Fee and One-Time Special Charge in Connection 
With Listing New Class of Common Shares Payable by Any Company Listed 
on Another National Securities Exchange That Transfers the Listing of 
Its Primary Class of Common Shares to the NYSE

November 30, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on November 29, 2006, The New York Stock Exchange LLC 
(``Exchange'' or ``NYSE'') 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 substantially by 
NYSE. The Exchange filed the proposal as a ``non-controversial'' 
proposed rule change pursuant to Section 19(b)(3)(A) of the Act,\3\ and 
Rule 19b-4(f)(6) thereunder,\4\ which renders the proposal effective 
upon filing with the Commission.\5\ 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).
    \4\ 17 CFR 240.19b-4(f)(6).
    \5\ NYSE gave the Commission written notice of its intention to 
file the proposed rule change on November 29, 2006. The Commission 
reviewed the proposed rule change and gave NYSE permission to file 
the proposed rule change on the same day. NYSE has asked the 
Commission to waive the 30-day operative delay. See Rule 19b-
4(f)(6)(iii). 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    NYSE proposes to amend Section 902.03 of its Listed Company Manual 
to provide that there shall be no initial listing fee payable by any 
company listed on another national securities exchange that transfers 
the listing of its primary class of common shares to the Exchange. The 
Exchange will eliminate initial listing fees for issuers listed on 
other national securities exchanges that transfer their listing to the 
Exchange on or after November 29, 2006. In addition, the Exchange will 
waive with respect to such issuers the special one-time charge of 
$37,500 payable in connection with the initial listing of any class of 
common shares. The text of the proposed rule change is available at 
www.nyse.com, at the NYSE, 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, NYSE 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. NYSE 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
    NYSE proposes to amend Section 902.03 of its Listed Company Manual 
to provide that there shall be no initial listing fee payable by any 
company listed on another national securities exchange that transfers 
the listing of its primary class of common shares to the Exchange. NYSE 
will eliminate entry and application fees for exchange issuers that 
transfer their listing to the Exchange on or after November 29, 2006. 
In addition, the Exchange will waive with respect to such issuers the 
special one-time charge of $37,500 payable in connection with the 
initial listing of any class of common shares. For issuers that have 
paid these fees, the Exchange will refund the money. Companies 
transferring from other national securities exchanges will still be 
required to pay the annual listing fee payable by all companies, 
prorated for the first portion of a calendar year after the listing 
date.
    Companies transferring from other national securities exchanges 
will be subject to the same level of annual fees and listing of 
additional shares fees as other NYSE issuers. The proposed rule change 
will not affect the Exchange's commitment of resources to its 
regulatory oversight of the listing

[[Page 71220]]

process or its regulatory programs. Specifically, companies that switch 
their listing will be reviewed for compliance with Exchange listing 
standards in the same manner as any other company that applies to be 
listed on the Exchange. The Exchange will conduct a full and 
independent review of each issuer's compliance with the Exchange's 
listing standards.
    The Exchange believes that the elimination of such fees is 
justified on several grounds. An issuer that already paid initial 
listing fees to an exchange when it became a publicly traded company is 
reluctant to pay a second initial listing fee to another listing venue, 
even if it concludes that the Exchange offers the issuer and its 
investors superior services and market quality. Even if an issuer 
concludes that the Exchange would provide a superior market for its 
stock, the benefits of the switch must currently be weighed against the 
cost of initial inclusion, which can be as much as $250,000. Since the 
expected benefits of the switch would be diffused among the issuers' 
investors and realized over time, but the initial listing fees must be 
paid by the issuer immediately, the Exchange is concerned that issuers 
that stand to benefit may nevertheless opt to forgo a switch. As such, 
the Exchange believes that assessing the initial fees against issuers 
that have already paid fees to list on another market imposes a burden 
on the competition between exchange markets and markets other than 
exchange markets, a competition that the Exchange believes is one of 
the central goals of the national market system. This concern is 
particularly great in light of the fact that the Commission has 
approved the waiver of initial listing fees by Nasdaq with respect to 
companies transferring from other national securities exchanges.\6\
---------------------------------------------------------------------------

    \6\ See Securities Exchange Act Release Nos. 50740 (November 29, 
2004), 69 FR 70299 (December 3, 2004) (SR-NASD-2004-140) (notice) 
and 51004 (January 10, 2005), 70 FR 2917 (January 18, 2005) 
(approval order).
---------------------------------------------------------------------------

    The Exchange understands that the effect of this proposed rule 
change will be to impose a lower level of listing fees on switching 
issuers than on some other issuers. In light of the fact that the 
Exchange will collect the same level of annual fees and listing of 
additional shares fees from such issuers, however, the Exchange 
believes that the difference does not constitute an inequitable 
allocation of fees. In light of a switching issuer's prior payment to 
another market, the Exchange believes that eliminating initial fees for 
switching issuers is entirely consistent with an equitable allocation 
of listing fees.
    The Exchange does not expect the financial impact of this proposed 
rule change to be material, either in terms of increased levels of 
annual fees from switching issuers or in terms of diminished entry 
fees. Quite simply, even with the proposed rule change in place, the 
Exchange understands that a change in listing venue is a major step for 
an issuer, and therefore the Exchange does not expect that the number 
of switching issuers in a given time frame will be sufficient to have a 
material effect on financial resources. Accordingly, the proposed rule 
change will not impact the Exchange's resource commitment to its 
regulatory oversight of the listing process or its regulatory programs.
2. Statutory Basis
    NYSE believes the proposed rule change is consistent with the 
requirement under Section 6(b)(4) \7\ of the Act that an exchange have 
rules that provide for the equitable allocation of reasonable dues, 
fees and other charges among its members and other persons using its 
facilities, and the requirement under Section 6(b)(5) \8\ of the Act 
that an exchange have rules that are designed to remove impediments to 
and perfect the mechanism of a free and open market and a national 
market system and are not designed to permit unfair discrimination 
between issuers. In light of a switching issuer's prior payment to 
another market, the Exchange believes that the proposed fee waiver does 
not render the allocation of its listing fees inequitable or unfairly 
discriminatory because the Exchange expects that, on average, the 
review of companies transferring from other national securities 
exchanges to the Exchange will be less costly than the review of a 
previously unlisted company, as the issuer will have previously been 
subject to corporate governance requirements very similar to those of 
the Exchange. The Exchange believes that the fee waiver will make it 
easier for companies to transfer among national securities exchanges 
and will remove a competitive disadvantage the Exchange currently has 
vis a vis Nasdaq and is therefore designed to perfect the mechanism of 
a free and open market.
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78f(b)(4).
    \8\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

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 purpose of the Act.

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

    The Exchange has neither solicited nor received written comments on 
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 if consistent with 
the protection of investors and the public interest, the proposed rule 
change has become effective pursuant to Section 19(b)(3)(A) of the Act 
\9\ and Rule 19b-4(f)(6) thereunder.\10\
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    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.
    NYSE has asked that the Commission waive the 30-day operative delay 
contained in Rule 19b-4(f)(6)(iii) under the Act.\11\ Because waiver of 
these fees will enable NYSE to compete for listings with Nasdaq, the 
Commission believes waiver of the 30-day operative delay is consistent 
with the protection of investors and the public interest. Accordingly, 
the Commission designates the proposal to be effective and operative 
upon filing with the Commission.\12\
---------------------------------------------------------------------------

    \11\ 17 CFR 240.19b-4(f)(6)(iii).
    \12\ 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).
---------------------------------------------------------------------------

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:

[[Page 71221]]

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-NYSE-2006-104 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-NYSE-2006-104. 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 NYSE. 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-NYSE-2006-104 and should be submitted on or before December 29, 
2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E6-20885 Filed 12-7-06; 8:45 am]
BILLING CODE 8011-01-P