Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Provide That There Be No Initial Listing Fee Payable for Any Equity Security, Structured Product or Closed-End Management Investment Company That Transfers From Another National Securities Exchange, 8823-8825 [E7-3287]
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Federal Register / Vol. 72, No. 38 / Tuesday, February 27, 2007 / Notices
Act and the rules and regulations
thereunder because it updates NSCC’s
fee schedule. As such, it provides for
the equitable allocation of fees among
its participants.
(B) Self-Regulatory Organization’s
Statement on Burden on Competition
NSCC does not believe that the
proposed rule change will have any
impact or impose any burden on
competition.
(C) Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments relating to the
proposed rule change have not yet been
solicited or received. NSCC will notify
the Commission of any written
comments received by NSCC.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing rule change
changes fees charged clearing members
by NSCC, it has become effective
pursuant to Section 19(b)(3)(A)(ii) of the
Act 4 and Rule 19b–4(f)(2) 5 thereunder.
At any time within sixty 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:
cprice-sewell on PROD1PC62 with NOTICES
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–NSCC–2006–19 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Nancy M. Morris, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–NSCC–2006–19. 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
Section, 100 F Street, NE., Washington,
DC 20549. Copies of such filing also will
be available for inspection and copying
at the principal office of NSCC and on
NSCC’s Web site at https://
www.nscc.com. 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–NSCC–
2006–19 and should be submitted on or
before March 20, 2007.
For the Commission by the Division of
Market Regulation, pursuant to delegated
authority.6
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–3288 Filed 2–26–07; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–55314; File No. SR–NYSE–
2007–17]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Provide
That There Be No Initial Listing Fee
Payable for Any Equity Security,
Structured Product or Closed-End
Management Investment Company
That Transfers From Another National
Securities Exchange
February 20, 2007.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
notice is hereby given that on February
15, 2007, 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 substantially prepared by the
Exchange. The Exchange has designated
this proposal as non-controversial under
Section 19(b)(3)(A)(iii) of the Act 3 and
Rule 19b–4(f)(6) thereunder,4 which
renders the proposed rule change
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
The Exchange proposes to amend
Section 902.02 of its Listed Company
Manual (the ‘‘Manual’’) to provide that
there shall be no initial listing fee
payable in connection with the transfer
of any equity securities, structured
product, or closed-end management
investment company listed on another
national securities exchange to the
Exchange. This fee waiver will not be
applicable to the transfer of any class of
securities if the issuer’s primary class of
common stock remains listed on another
national securities exchange.
The text of the proposed rule change
is available on the Exchange’s Web site
(https://www.nyse.com), at the
Exchange’s Office of the Secretary, 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, the
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. The 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
The Exchange proposes to amend
Section 902.02 of the Manual to provide
6 17
4 15
U.S.C. 78s(b)(3)(A)(ii).
5 17 CFR 240.19b–4(f)(2).
VerDate Aug<31>2005
15:22 Feb 26, 2007
1 15
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3 15
4 17
Sfmt 4703
8823
E:\FR\FM\27FEN1.SGM
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
27FEN1
cprice-sewell on PROD1PC62 with NOTICES
8824
Federal Register / Vol. 72, No. 38 / Tuesday, February 27, 2007 / Notices
that there shall be no initial listing fee
applicable to the transfer of any equity
securities, structured product (defined
as securities listed under Sections
703.18, 703.19 and 703.21) or closedend management investment company
listed on another national securities
exchange. This fee waiver will not be
applicable to the transfer of any class of
securities if the issuer’s primary class of
common stock remains listed on another
national securities exchange.
Section 902.03 of the Manual
currently provides that issuers
transferring the listing of their primary
class of common shares from any other
national securities exchange are not
required in connection with such
transfer to pay (i) initial listing fees or
(ii) a one-time special charge of $37,500
payable in connection with the listing of
any new class of common shares. In
addition, Section 902.03 provides that
issuers transferring the listing of their
primary class of common shares from
NYSE Arca to the Exchange are not
required to pay Annual Fees with
respect to that primary class of common
shares for the remainder of the calendar
year in which the transfer occurs. The
proposed rule change will move this
text from Section 902.03 to Section
902.02 and extend the application of
waivers of the initial listing fee and onetime special charge to any other classes
of equity securities (i.e., preferred stock,
warrants, units including equity
securities, and additional classes of
common stock) transferred from another
national securities exchange, as well as
to transfers of closed-end management
investment companies and structured
products.
Issuers of securities that qualify for
the proposed waiver of initial listing
fees 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
process or its regulatory programs.
Specifically, companies that benefit
from the waiver 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 in the case of
securities transferring from other
national securities exchanges is justified
on several grounds. An issuer that
already paid initial listing fees to
another national securities exchange
when it became a publicly traded
VerDate Aug<31>2005
15:22 Feb 26, 2007
Jkt 211001
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
transfer must currently be weighed
against the cost of initial inclusion.
Since the expected benefits of the
transfer 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 transfer. 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 the listing of any security
being transferred from another national
securities exchange.5
The Exchange understands that the
effect of this proposed rule change will
be to impose a lower level of listing fees
on issuers that transfer from another
national securities exchange 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 transferring issuer’s prior payment to
another market and the generally lower
burdens associated with reviewing a
transferring issuer’s eligibility, the
Exchange believes that eliminating
initial fees for transferring 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
transferring issuers or in terms of
diminished initial listing fee revenues.
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 issuers that transfer
to the NYSE in a given time frame will
be sufficient to have a material effect on
financial resources.
2. Statutory Basis
The bases under the Act for this
proposed rule change are: (i) The
requirement under Section 6(b)(4) 6 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 (ii) the requirement under
Section 6(b)(5) 7 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 transferring 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. The Exchange believes
that the fee waiver will increase
competition among listing markets 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
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 Exchange has filed the proposed
rule change pursuant to Section
19(b)(3)(A) of the Act 8 and
subparagraph (f)(6) of Rule 19b–4
thereunder.9 Because the Exchange has
designated the foregoing proposed rule
change as one that: (i) does not
significantly affect the protection of
investors or the public interest; (ii) does
not impose any significant burden on
competition; and (iii) does not become
operative for 30 days from the date on
6 15
5 See
Securities Exchange Act Release No. 51004
(January 10, 1005), 70 FR 2917 (January 18, 2005)
(order approving SR–NASD–2004–140).
PO 00000
Frm 00147
Fmt 4703
Sfmt 4703
U.S.C. 78f(b)(4).
U.S.C. 78f(b)(5).
8 15 U.S.C. 78s(b)(3)(A).
9 17 CFR 240.19b–4(f)(6).
7 15
E:\FR\FM\27FEN1.SGM
27FEN1
Federal Register / Vol. 72, No. 38 / Tuesday, February 27, 2007 / Notices
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 and Rule 19b–4(f)(6)(iii)
thereunder.10
The Exchange requests that the
Commission waive the 30-day operative
delay specified in Rule 19b–4(f)(6)(iii).11
The Exchange believes that the
proposed amendment does not affect
investors as it simply waives a fee that
is applicable to companies listing on the
Exchange. Moreover, Nasdaq has
already instituted such a waiver and the
Exchange is at a competitive
disadvantage as long as Nasdaq can list
transferring companies without the
payment of original listing fees and the
Exchange cannot. Therefore, the
Exchange believes that waiving the 30day operative delay is consistent with
the protection of investors and the
public interest.
The Commission has determined to
waive the 30-day delay and allow the
proposed rule change to become
operative immediately.12 The
Commission believes that waiving the
30-day operative delay is consistent
with the protection of investors and the
public interest. The proposed rule is
substantially similar to provisions in
Nasdaq’s Rules 4510(a) and 4520(a),
which were previously approved by the
Commission.13
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
cprice-sewell on PROD1PC62 with NOTICES
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:
10 The Exchange provided written notice to the
Commission of its intent to file the proposed rule
change, along with a brief description and text of
the proposed rule change, at least five business days
prior to filing, as required by Rule 19b–4(f)(6)(iii).
11 17 CFR 240.19b–4(f)(6)(iii).
12 For purposes only of waiving the operative
delay of this proposal, the Commission notes that
it has considered the proposed rule’s impact on
efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
13 See supra note 5.
VerDate Aug<31>2005
15:22 Feb 26, 2007
Jkt 211001
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
No. SR–NYSE–2007–17 on the subject
line.
Paper Comments
• Send paper comments in triplicate
to Nancy M. Morris, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–NYSE–2007–17. 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 the Exchange. 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–2007–17 and should
be submitted on or before March 20,
2007.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.14
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–3287 Filed 2–26–07; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–55316; File No. SR–NYSE–
2007–14]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change and
Amendment No. 1 Thereto Relating to
Rule 70 (Bids and Offers)
February 20, 2007.
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 February
7, 2007, the New York Stock Exchange
LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been substantially prepared by the selfregulatory organization. On February 16,
2007, the Exchange filed Amendment
No. 1 to the proposed rule change.
NYSE filed the proposed rule change
pursuant to Section 19(b)(3) of the Act 3
and Rule 19b–4(f)(6) thereunder,4 which
renders the proposed rule change
effective upon filing with the
Commission. 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
The Exchange is proposing to amend
Exchange Rule 70.30 which sets forth
the definition of Crowd. The text of the
proposed rule change is available on the
Exchange’s Web site (https://
www.nyse.com), at the Exchange’s
Office of the Secretary, 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, the
self-regulatory organization included
statements concerning the purpose of
and basis for the proposed rule change.
The text of these statements may be
examined at the places specified in Item
IV below. The self-regulatory
organization has prepared summaries,
set forth in sections A, B, and C below,
of the most significant aspects of such
statements.
1 15
U.S.C.78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(6).
2 17
14 17
PO 00000
CFR 200.30–3(a)(12).
Frm 00148
Fmt 4703
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8825
E:\FR\FM\27FEN1.SGM
27FEN1
]]>Agencies
[Federal Register Volume 72, Number 38 (Tuesday, February 27, 2007)]
[Notices]
[Pages 8823-8825]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-3287]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-55314; File No. SR-NYSE-2007-17]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Provide That There Be No Initial Listing Fee Payable for Any Equity
Security, Structured Product or Closed-End Management Investment
Company That Transfers From Another National Securities Exchange
February 20, 2007.
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 February 15, 2007, 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 substantially prepared by the Exchange.
The Exchange has designated this proposal as non-controversial under
Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-4(f)(6)
thereunder,\4\ which renders the proposed rule change 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
The Exchange proposes to amend Section 902.02 of its Listed Company
Manual (the ``Manual'') to provide that there shall be no initial
listing fee payable in connection with the transfer of any equity
securities, structured product, or closed-end management investment
company listed on another national securities exchange to the Exchange.
This fee waiver will not be applicable to the transfer of any class of
securities if the issuer's primary class of common stock remains listed
on another national securities exchange.
The text of the proposed rule change is available on the Exchange's
Web site (https://www.nyse.com), at the Exchange's Office of the
Secretary, 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, the 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. The 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
The Exchange proposes to amend Section 902.02 of the Manual to
provide
[[Page 8824]]
that there shall be no initial listing fee applicable to the transfer
of any equity securities, structured product (defined as securities
listed under Sections 703.18, 703.19 and 703.21) or closed-end
management investment company listed on another national securities
exchange. This fee waiver will not be applicable to the transfer of any
class of securities if the issuer's primary class of common stock
remains listed on another national securities exchange.
Section 902.03 of the Manual currently provides that issuers
transferring the listing of their primary class of common shares from
any other national securities exchange are not required in connection
with such transfer to pay (i) initial listing fees or (ii) a one-time
special charge of $37,500 payable in connection with the listing of any
new class of common shares. In addition, Section 902.03 provides that
issuers transferring the listing of their primary class of common
shares from NYSE Arca to the Exchange are not required to pay Annual
Fees with respect to that primary class of common shares for the
remainder of the calendar year in which the transfer occurs. The
proposed rule change will move this text from Section 902.03 to Section
902.02 and extend the application of waivers of the initial listing fee
and one-time special charge to any other classes of equity securities
(i.e., preferred stock, warrants, units including equity securities,
and additional classes of common stock) transferred from another
national securities exchange, as well as to transfers of closed-end
management investment companies and structured products.
Issuers of securities that qualify for the proposed waiver of
initial listing fees 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 process or its
regulatory programs. Specifically, companies that benefit from the
waiver 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 in the case
of securities transferring from other national securities exchanges is
justified on several grounds. An issuer that already paid initial
listing fees to another national securities 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 transfer must
currently be weighed against the cost of initial inclusion. Since the
expected benefits of the transfer 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 transfer. 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
the listing of any security being transferred from another national
securities exchange.\5\
---------------------------------------------------------------------------
\5\ See Securities Exchange Act Release No. 51004 (January 10,
1005), 70 FR 2917 (January 18, 2005) (order approving SR-NASD-2004-
140).
---------------------------------------------------------------------------
The Exchange understands that the effect of this proposed rule
change will be to impose a lower level of listing fees on issuers that
transfer from another national securities exchange 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
transferring issuer's prior payment to another market and the generally
lower burdens associated with reviewing a transferring issuer's
eligibility, the Exchange believes that eliminating initial fees for
transferring 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 transferring issuers or in terms of diminished initial
listing fee revenues. 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 issuers that transfer to the NYSE in a given time
frame will be sufficient to have a material effect on financial
resources.
2. Statutory Basis
The bases under the Act for this proposed rule change are: (i) The
requirement under Section 6(b)(4) \6\ 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
(ii) the requirement under Section 6(b)(5) \7\ 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 transferring 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. The Exchange believes that the fee waiver will increase
competition among listing markets and will remove a competitive
disadvantage the Exchange currently has vis-[agrave]-vis Nasdaq, and is
therefore designed to perfect the mechanism of a free and open market.
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\6\ 15 U.S.C. 78f(b)(4).
\7\ 15 U.S.C. 78f(b)(5).
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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 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 Exchange has filed the proposed rule change pursuant to Section
19(b)(3)(A) of the Act \8\ and subparagraph (f)(6) of Rule 19b-4
thereunder.\9\ Because the Exchange has designated the foregoing
proposed rule change as one that: (i) does not significantly affect the
protection of investors or the public interest; (ii) does not impose
any significant burden on competition; and (iii) does not become
operative for 30 days from the date on
[[Page 8825]]
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 and Rule 19b-4(f)(6)(iii)
thereunder.\10\
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(6).
\10\ The Exchange provided written notice to the Commission of
its intent to file the proposed rule change, along with a brief
description and text of the proposed rule change, at least five
business days prior to filing, as required by Rule 19b-4(f)(6)(iii).
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The Exchange requests that the Commission waive the 30-day
operative delay specified in Rule 19b-4(f)(6)(iii).\11\ The Exchange
believes that the proposed amendment does not affect investors as it
simply waives a fee that is applicable to companies listing on the
Exchange. Moreover, Nasdaq has already instituted such a waiver and the
Exchange is at a competitive disadvantage as long as Nasdaq can list
transferring companies without the payment of original listing fees and
the Exchange cannot. Therefore, the Exchange believes that waiving the
30-day operative delay is consistent with the protection of investors
and the public interest.
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\11\ 17 CFR 240.19b-4(f)(6)(iii).
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The Commission has determined to waive the 30-day delay and allow
the proposed rule change to become operative immediately.\12\ The
Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest.
The proposed rule is substantially similar to provisions in Nasdaq's
Rules 4510(a) and 4520(a), which were previously approved by the
Commission.\13\
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\12\ For purposes only of waiving the operative delay of this
proposal, the Commission notes that it has considered the proposed
rule's impact on efficiency, competition, and capital formation. See
15 U.S.C. 78c(f).
\13\ See supra note 5.
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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 No. SR-NYSE-2007-17 on the subject line.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2007-17. 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 the Exchange. 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-2007-17 and should be submitted on or before March
20, 2007.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-3287 Filed 2-26-07; 8:45 am]
BILLING CODE 8010-01-P
