Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change To Waive Certain Listing Fees, 11925-11927 [E7-4587]
Download as PDF
<![CDATA[
Federal Register / Vol. 72, No. 49 / Wednesday, March 14, 2007 / Notices
B. Self Regulatory Organization’s
Statement on Burden on Competition
CBOE 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 Exchange Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants or Others
The Exchange neither solicited nor
received written comments on the
proposal.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change constitutes a stated policy,
practice, or interpretation with respect
to the meaning, administration, or
enforcement of an existing rule, it has
become effective pursuant to Section
19(b)(3)(A) 10 and Rule 19b–4(f)(1)
thereunder.11 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:
cprice-sewell on PROD1PC66 with NOTICES
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send e-mail to rulecomments@sec.gov. Please include File
Number SR–CBOE–2007–22 on the
subject line.
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 will also be
available for inspection and copying at
the principal office of the CBOE. 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–CBOE–2007–22 and should be
submitted on or before April 4, 2007.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.12
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–4589 Filed 3–13–07; 8:45 am]
VerDate Aug<31>2005
15:03 Mar 13, 2007
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing of Proposed Rule Change To
Waive Certain Listing Fees
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
March 8, 2007.
1. Purpose
SECURITIES AND EXCHANGE
COMMISSION
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
Jkt 211001
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
applicable to (i) any company listing
upon emergence from bankruptcy, or (ii)
any company listing its primary class of
common stock that is not listed on a
national securities exchange but is
registered under the Act. The
amendment will also apply a separate
cap for a limited period on fees payable
by companies listing upon emergence
from bankruptcy. If approved by the
Commission, the amendments
contained in this proposal will be
applied retroactively as of the date of
this filing.
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.
[Release No. 34–55421; File No. SR–NYSE–
2007–19]
BILLING CODE 8010–01–P
12 17
U.S.C. 78s(b)(3)(A).
11 17 CFR 240.19b–4(f)(1).
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
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. The Exchange has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.
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
Paper Comments
22, 2007, the New York Stock Exchange
• Send paper comments in triplicate
LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with
to Nancy M. Morris, Secretary,
the Securities and Exchange
Securities and Exchange Commission,
Commission (‘‘Commission’’) the
100 F Street, NE., Washington, DC
proposed rule change as described in
20549–1090.
Items I, II, and III below, which Items
have been substantially prepared by the
All submissions should refer to File
Exchange. The Commission is
Number SR–CBOE–2007–22. This file
publishing this notice to solicit
number should be included on the
subject line if e-mail is used. To help the comment on the proposed rule change
from interested persons.
Commission process and review your
comments more efficiently, please use
10 15
11925
PO 00000
Frm 00103
Fmt 4703
Sfmt 4703
The Exchange proposes to amend
Section 902.02 of the Manual to provide
that there shall be no initial listing fee
applicable to:
• Any company listing following
emergence from bankruptcy; 3 or
• Any company listing its primary
class of common stock that is not listed
on a national securities exchange but is
registered under the Act.
The amendment will also apply a
separate cap for a limited period on fees
3 The Exchange interprets ‘‘listing following
emergence from bankruptcy’’ to mean that the
company lists at the same time it emerges from
bankruptcy. Telephone conversation between John
Carey, Assistant General Counsel, NYSE, and
Nathan Saunders, Special Counsel, Division of
Market Regulation, Commission, March 6, 2007.
E:\FR\FM\14MRN1.SGM
14MRN1
cprice-sewell on PROD1PC66 with NOTICES
11926
Federal Register / Vol. 72, No. 49 / Wednesday, March 14, 2007 / Notices
payable by companies listing upon
emergence from bankruptcy. If approved
by the Commission, the amendments
contained in this proposal will be
applied retroactively as of the date of
this filing.
Section 902.02 currently provides a
cap of $500,000 for all fees (including
both initial listing fees and annual fees)
payable by any issuer during a calendar
year. Under the proposed amendment,
the total fees payable by an issuer that
lists upon emergence from bankruptcy
will be subject to a separate fee cap.
Annual fees for any such issuer will be
calculated quarterly for the fiscal
quarter in which such issuer lists and in
each of the succeeding 12 full fiscal
quarters, at a rate of one-fourth of the
applicable annual fee rate. The total fees
(including initial listing fees and annual
fees) that may be billed to such issuer
during this period will be subject to a
$25,000 cap in the fiscal quarter in
which the issuer lists and in each of the
succeeding 12 full fiscal quarters. This
fee cap will subject to the same
exclusions that apply in relation to the
$500,000 per year fee cap described in
Section 902.02 under the heading ‘‘Total
Maximum Fee Payable in a Calendar
Year.’’ If there are one or more fiscal
quarters remaining in the year after the
conclusion of the period described in
this paragraph, the issuer will, on a
prorated basis, be billed the regular
annual fee subject to the $500,000 total
fee cap for the remainder of that year.
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 waivers 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.
In the case of companies listing upon
emergence from bankruptcy, the
Exchange believes that the initial listing
fee waiver and proposed separate fee
cap are justified by such companies’
unique circumstances. Companies
emerging from bankruptcy are typically
not raising any new capital at the time
of listing, so the payment of initial
listing fees is more burdensome than for
companies that are listing upon an
initial public offering. Also, because of
the desire in bankruptcy proceedings to
ensure that creditors are paid as much
as possible, such companies are much
more sensitive to both the initial and
continued costs associated with listing.
It is frequently difficult for such
VerDate Aug<31>2005
15:03 Mar 13, 2007
Jkt 211001
companies to assess what those costs are
going to be until quite close to their
emergence from bankruptcy, as the
number of shares that will be issued
(and therefore the related listing fees)
are a significant variable in the
negotiation of the bankruptcy
settlement. As (a) bankrupt companies
face unique challenges in the listing
process, (b) the number of companies
that will benefit from the fee waiver and
lower fee cap applicable to bankrupt
companies will be very limited, and (c)
the fee cap will apply only to a threeyear transitional period, the Exchange
does not believe that the treatment this
proposal would afford to bankrupt
companies constitutes an inequitable or
unfairly discriminatory allocation of
fees.
The Exchange anticipates that a
significant percentage of potential
listings of companies that have a
registered class of common stock but
that are not currently listed on a
national securities exchange will be
formerly listed companies that were
delisted as a result of a failure to timely
file annual reports with the
Commission. These are companies that
were otherwise in good standing with
the Exchange or with another national
securities exchange, but fell behind on
their reporting obligations under the Act
because their auditors or the
Commission required restatements of
their financial statements. These
companies will re-list on the Exchange
as soon as their filings are up to date.
The Exchange believes that waiving
initial listing fees for these companies is
appropriate and does not constitute an
inequitable or unfairly discriminatory
allocation of fees, as such companies
had previously paid initial listing fees to
the Exchange or to another national
securities exchange, and to make them
pay these fees again would further
penalize them unnecessarily.
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.
A very limited number of companies are
qualified and seek to list on the
Exchange that are either emerging from
bankruptcy or have a registered class of
common stock but are not currently
listed on another market. 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.
PO 00000
Frm 00104
Fmt 4703
Sfmt 4703
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
the requirement under Section 6(b)(4) 4
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) 5 of
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 that are not designed to
permit unfair discrimination between
issuers. In light of the unique
circumstances of companies emerging
from bankruptcy and the likelihood that
many companies listing that have a
registered class of common stock but are
not listed on another market will be
previously listed companies delisted as
late filers, the Exchange believes that
the proposed fee waiver does not render
the allocation of its listing fees
inequitable or unfairly discriminatory.
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 on the proposed
rule change were neither solicited nor
received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 35 days of the date of
publication of this notice in the Federal
Register or within such longer period (i)
as the Commission may designate up to
90 days of such date if it finds such
longer period to be appropriate and
publishes its reasons for so finding, or
(ii) as to which the Exchange consents,
the Commission will:
(A) By order approve the proposed
rule change, or
(B) Institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
4 15
5 15
U.S.C. 78f(b)(4).
U.S.C. 78f(b)(5).
E:\FR\FM\14MRN1.SGM
14MRN1
Federal Register / Vol. 72, No. 49 / Wednesday, March 14, 2007 / Notices
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 rulecomments@sec.gov. Please include File
Number SR–NYSE–2007–19 on the
subject line.
DEPARTMENT OF STATE
[Public Notice 5722]
Culturally Significant Objects Imported
for Exhibition; Determinations: ‘‘Ike
Taiga and Tokuyama Gyokuran:
Japanese Masters of the Brush’’
cprice-sewell on PROD1PC66 with NOTICES
Summary: Notice is hereby given of
the following determinations: Pursuant
to the authority vested in me by the Act
of October 19, 1965 (79 Stat. 985; 22
U.S.C. 2459), Executive Order 12047 of
March 27, 1978, the Foreign Affairs
Reform and Restructuring Act of 1998
Paper Comments
(112 Stat. 2681, et seq.; 22 U.S.C. 6501
note, et seq.), Delegation of Authority
• Send paper comments in triplicate
No. 234 of October 1, 1999, Delegation
to Nancy M. Morris, Secretary,
of Authority No. 236 of October 19,
Securities and Exchange Commission,
1999, as amended, and Delegation of
100 F Street, NE., Washington, DC
Authority No. 257 of April 15, 2003 [68
20549–1090.
FR 19875], I hereby determine that the
All submissions should refer to File
objects to be included in the exhibition
Number SR–NYSE–2007–19. This file
‘‘Ike Taiga and Tokuyama Gyokuran:
number should be included on the
Japanese Masters of the Brush’’,
subject line if e-mail is used. To help the imported from abroad for temporary
Commission process and review your
exhibition within the United States, are
comments more efficiently, please use
of cultural significance. The objects are
only one method. The Commission will imported pursuant to loan agreements
post all comments on the Commission’s with the foreign owners or custodians.
I also determine that the exhibition or
Internet Web site (https://www.sec.gov/
display of the exhibit objects at the
rules/sro.shtml). Copies of the
Philadelphia Museum of Art,
submission, all subsequent
Philadelphia, Pennsylvania, from on or
amendments, all written statements
about May 1, 2007, until on or about
with respect to the proposed rule
July 22, 2007, and at possible additional
change that are filed with the
venues yet to be determined, is in the
Commission, and all written
national interest. Public Notice of these
communications relating to the
Determinations is ordered to be
proposed rule change between the
Commission and any person, other than published in the Federal Register.
For Further Information Contact: For
those that may be withheld from the
further information, including a list of
public in accordance with the
the exhibit objects, contact Paul
provisions of 5 U.S.C. 552, will be
Manning, Attorney-Adviser, Office of
available for inspection and copying in
the Legal Adviser, U.S. Department of
the Commission’s Public Reference
State (telephone: (202) 453–8050). The
Room. Copies of the filing also will be
address is U.S. Department of State, SA–
available for inspection and copying at
44, 301 4th Street, SW., Room 700,
the principal office of the Exchange. All Washington, DC 20547–0001.
comments received will be posted
Dated: March 5, 2007.
without change; the Commission does
C. Miller Crouch,
not edit personal identifying
Principal Deputy Assistant Secretary for
information from submissions. You
Educational and Cultural Affairs, Department
should submit only information that
of State.
you wish to make available publicly. All [FR Doc. E7–4661 Filed 3–13–07; 8:45 am]
submissions should refer to File
BILLING CODE 4710–05–P
Number SR–NYSE–2007–19 and should
be submitted on or before April 4, 2007.
DEPARTMENT OF STATE
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.6
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–4587 Filed 3–13–07; 8:45 am]
[Public Notice 5723]
BILLING CODE 8010–01–P
Summary: Notice is hereby given of
the following determinations: Pursuant
to the authority vested in me by the Act
6 17
CFR 200.30–3(a)(12).
VerDate Aug<31>2005
15:03 Mar 13, 2007
Jkt 211001
Culturally Significant Objects Imported
for Exhibition; Determinations:
‘‘Richard Serra Sculpture: Forty Years’’
PO 00000
Frm 00105
Fmt 4703
Sfmt 4703
11927
of October 19, 1965 (79 Stat. 985; 22
U.S.C. 2459), Executive Order 12047 of
March 27, 1978, the Foreign Affairs
Reform and Restructuring Act of 1998
(112 Stat. 2681, et seq.; 22 U.S.C. 6501
note, et seq.), Delegation of Authority
No. 234 of October 1, 1999, Delegation
of Authority No. 236 of October 19,
1999, as amended, and Delegation of
Authority No. 257 of April 15, 2003 (68
FR 19875), I hereby determine that the
objects to be included in the exhibition
‘‘Richard Serra Sculpture: Forty Years’’,
imported from abroad for temporary
exhibition within the United States, are
of cultural significance. The objects are
imported pursuant to loan agreements
with the foreign owners or custodians.
I also determine that the exhibition or
display of the exhibit objects at The
Museum of Modern Art, New York, New
York, from on or about June 3, 2007,
until on or about September 10, 2007,
and at possible additional venues yet to
be determined, is in the national
interest. Public Notice of these
Determinations is ordered to be
published in the Federal Register.
For Further Information Contact: For
further information, including a list of
the exhibit objects, contact Julianne
Simpson, Attorney-Adviser, Office of
the Legal Adviser, U.S. Department of
State (telephone: (202) 453–8050). The
address is U.S. Department of State, SA–
44, 301 4th Street, SW., Room 700,
Washington, DC 20547–0001.
Dated: March 5, 2007.
C. Miller Crouch,
Principal Deputy Assistant Secretary for
Educational and Cultural Affairs, Department
of State.
[FR Doc. E7–4658 Filed 3–13–07; 8:45 am]
BILLING CODE 4710–05–P
DEPARTMENT OF STATE
[Public Notice 5721]
Culturally Significant Objects Imported
for Exhibition; Determinations: ‘‘Royal
Portraits of Celebration’’
Summary: Notice is hereby given of
the following determinations: Pursuant
to the authority vested in me by the Act
of October 19, 1965 (79 Stat. 985; 22
U.S.C. 2459), Executive Order 12047 of
March 27, 1978, the Foreign Affairs
Reform and Restructuring Act of 1998
(112 Stat. 2681, et seq.; 22 U.S.C. 6501
note, et seq.), Delegation of Authority
No. 234 of October 1, 1999, Delegation
of Authority No. 236 of October 19,
1999, as amended, and Delegation of
Authority No. 257 of April 15, 2003 [68
FR 19875], I hereby determine that the
objects to be included in the exhibition
E:\FR\FM\14MRN1.SGM
14MRN1
]]>Agencies
[Federal Register Volume 72, Number 49 (Wednesday, March 14, 2007)]
[Notices]
[Pages 11925-11927]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-4587]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-55421; File No. SR-NYSE-2007-19]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change To Waive Certain Listing Fees
March 8, 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 22, 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, II,
and III below, which Items have been substantially prepared by the
Exchange. The Commission is publishing this notice to solicit comment
on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
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 applicable to (i) any company listing upon emergence from
bankruptcy, or (ii) any company listing its primary class of common
stock that is not listed on a national securities exchange but is
registered under the Act. The amendment will also apply a separate cap
for a limited period on fees payable by companies listing upon
emergence from bankruptcy. If approved by the Commission, the
amendments contained in this proposal will be applied retroactively as
of the date of this filing.
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, 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 Exchange 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 that there shall be no initial listing fee applicable to:
Any company listing following emergence from bankruptcy;
\3\ or
---------------------------------------------------------------------------
\3\ The Exchange interprets ``listing following emergence from
bankruptcy'' to mean that the company lists at the same time it
emerges from bankruptcy. Telephone conversation between John Carey,
Assistant General Counsel, NYSE, and Nathan Saunders, Special
Counsel, Division of Market Regulation, Commission, March 6, 2007.
---------------------------------------------------------------------------
Any company listing its primary class of common stock that
is not listed on a national securities exchange but is registered under
the Act.
The amendment will also apply a separate cap for a limited period
on fees
[[Page 11926]]
payable by companies listing upon emergence from bankruptcy. If
approved by the Commission, the amendments contained in this proposal
will be applied retroactively as of the date of this filing.
Section 902.02 currently provides a cap of $500,000 for all fees
(including both initial listing fees and annual fees) payable by any
issuer during a calendar year. Under the proposed amendment, the total
fees payable by an issuer that lists upon emergence from bankruptcy
will be subject to a separate fee cap. Annual fees for any such issuer
will be calculated quarterly for the fiscal quarter in which such
issuer lists and in each of the succeeding 12 full fiscal quarters, at
a rate of one-fourth of the applicable annual fee rate. The total fees
(including initial listing fees and annual fees) that may be billed to
such issuer during this period will be subject to a $25,000 cap in the
fiscal quarter in which the issuer lists and in each of the succeeding
12 full fiscal quarters. This fee cap will subject to the same
exclusions that apply in relation to the $500,000 per year fee cap
described in Section 902.02 under the heading ``Total Maximum Fee
Payable in a Calendar Year.'' If there are one or more fiscal quarters
remaining in the year after the conclusion of the period described in
this paragraph, the issuer will, on a prorated basis, be billed the
regular annual fee subject to the $500,000 total fee cap for the
remainder of that year.
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
waivers 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.
In the case of companies listing upon emergence from bankruptcy,
the Exchange believes that the initial listing fee waiver and proposed
separate fee cap are justified by such companies' unique circumstances.
Companies emerging from bankruptcy are typically not raising any new
capital at the time of listing, so the payment of initial listing fees
is more burdensome than for companies that are listing upon an initial
public offering. Also, because of the desire in bankruptcy proceedings
to ensure that creditors are paid as much as possible, such companies
are much more sensitive to both the initial and continued costs
associated with listing. It is frequently difficult for such companies
to assess what those costs are going to be until quite close to their
emergence from bankruptcy, as the number of shares that will be issued
(and therefore the related listing fees) are a significant variable in
the negotiation of the bankruptcy settlement. As (a) bankrupt companies
face unique challenges in the listing process, (b) the number of
companies that will benefit from the fee waiver and lower fee cap
applicable to bankrupt companies will be very limited, and (c) the fee
cap will apply only to a three-year transitional period, the Exchange
does not believe that the treatment this proposal would afford to
bankrupt companies constitutes an inequitable or unfairly
discriminatory allocation of fees.
The Exchange anticipates that a significant percentage of potential
listings of companies that have a registered class of common stock but
that are not currently listed on a national securities exchange will be
formerly listed companies that were delisted as a result of a failure
to timely file annual reports with the Commission. These are companies
that were otherwise in good standing with the Exchange or with another
national securities exchange, but fell behind on their reporting
obligations under the Act because their auditors or the Commission
required restatements of their financial statements. These companies
will re-list on the Exchange as soon as their filings are up to date.
The Exchange believes that waiving initial listing fees for these
companies is appropriate and does not constitute an inequitable or
unfairly discriminatory allocation of fees, as such companies had
previously paid initial listing fees to the Exchange or to another
national securities exchange, and to make them pay these fees again
would further penalize them unnecessarily.
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. A very limited number of companies are qualified
and seek to list on the Exchange that are either emerging from
bankruptcy or have a registered class of common stock but are not
currently listed on another market. 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
The Exchange believes that the proposed rule change is consistent
with the requirement under Section 6(b)(4) \4\ 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)
\5\ of 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 that are not designed to permit unfair
discrimination between issuers. In light of the unique circumstances of
companies emerging from bankruptcy and the likelihood that many
companies listing that have a registered class of common stock but are
not listed on another market will be previously listed companies
delisted as late filers, the Exchange believes that the proposed fee
waiver does not render the allocation of its listing fees inequitable
or unfairly discriminatory.
---------------------------------------------------------------------------
\4\ 15 U.S.C. 78f(b)(4).
\5\ 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 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 on the proposed rule change were neither solicited
nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Within 35 days of the date of publication of this notice in the
Federal Register or within such longer period (i) as the Commission may
designate up to 90 days of such date if it finds such longer period to
be appropriate and publishes its reasons for so finding, or (ii) as to
which the Exchange consents, the Commission will:
(A) By order approve the proposed rule change, or
(B) Institute proceedings to determine whether the proposed rule
change should be disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing,
[[Page 11927]]
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-NYSE-2007-19 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-NYSE-2007-19. 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 Room. Copies of the 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-2007-19 and should be submitted on or before April 4, 2007.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\6\
---------------------------------------------------------------------------
\6\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-4587 Filed 3-13-07; 8:45 am]
BILLING CODE 8010-01-P
