Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval to Proposed Rule Change as Modified by Amendment No. 1 To Modify an Aspect of the Definition of Independent Director, 13327-13328 [E7-5084]

Download as PDF Federal Register / Vol. 72, No. 54 / Wednesday, March 21, 2007 / Notices and better service in the interest of investors and the general public.’’ 8 The proposed rule change is designed to increase transparency and the efficiency of executions by enabling vendors to provide additional market data in a cost efficient manner. There is significant competition for the provision of market data to broker-dealers and other market data consumers, as well as competition for the orders that generate the data. Nasdaq fully expects its competitors to quickly respond to this proposal as they have responded to other Nasdaq data products in the past. Moreover, market forces have shaped the market data fees that Nasdaq has charged for this product in the past and will continue to shape those fees in the future. Over time, Nasdaq has continually decreased the cost of data distribution to promote continued growth in the use of depth of book data. 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 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 self-regulatory organization consents, the Commission will: A. by order approve such 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, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: No. SR–NASDAQ–2006–048 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NASDAQ–2006–048. This file number should be included on the subject line if e-mail is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Internet Web site (http://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission’s Public Reference Room. Copies of such filing also will be available for inspection and copying at the principal office of Nasdaq. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to File Number SR–NASDAQ–2006–048 and should be submitted on or before April 11, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.9 Florence E. Harmon, Deputy Secretary. [FR Doc. E7–5058 Filed 3–20–07; 8:45 am] BILLING CODE 8010–01–P jlentini on PROD1PC65 with 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 8 Securities Exchange Act Release No. 54155 (July 14, 2006), 71 FR 41291, 41298 (July 20, 2006) (SR– NASDAQ–2006–001). VerDate Aug<31>2005 17:08 Mar 20, 2007 Jkt 211001 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–55463; File No. SR– NASDAQ–2006–041] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval to Proposed Rule Change as Modified by Amendment No. 1 To Modify an Aspect of the Definition of Independent Director March 13, 2007. I. Introduction On October 3, 2006, The NASDAQ Stock Market LLC (‘‘Nasdaq’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to modify an aspect of Nasdaq’s definition of ‘‘independent director.’’ The proposed rule change was published for comment in the Federal Register on November 28, 2006.3 The Commission received no comment letters on the proposal as published. On March 2, 2007, Nasdaq filed Amendment No. 1 to the proposed rule change. The Commission is publishing notice of Amendment No. 1 to the proposed rule change and granting approval to the proposed rule change as modified by Amendment No. 1 on an accelerated basis. II. Description of the Proposed Rule Change Under current Nasdaq Rule 4200(a)(15)(B), a director of a listed issuer is generally precluded from being considered independent if that director has received more than $60,000 in compensation from the issuer during any period of twelve consecutive months within the three years preceding the determination of independence.4 The proposed rule change would raise this amount to $100,000, the same figure specified by the New York Stock Exchange (‘‘NYSE’’) in its comparable independence standard.5 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 54797 (November 20, 2006), 71 FR 68855 (‘‘Notice’’). 4 See Nasdaq Rule 4200(a)(15)(b). 5 See Section 303A.02(b)(ii) of the NYSE Listed Company Manual. See also Amendment No. 1 to the proposed rule change. 2 17 9 17 PO 00000 CFR 200.30–3(a)(12). Frm 00092 Fmt 4703 13327 Sfmt 4703 E:\FR\FM\21MRN1.SGM 21MRN1 13328 Federal Register / Vol. 72, No. 54 / Wednesday, March 21, 2007 / Notices III. Discussion and Commission Findings The Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to Nasdaq,6 and, in particular, with Section 6(b)(5) of the Act.7 The Commission believes that the proposed rule change is reasonable and would align Nasdaq’s ‘‘bright line’’ test with respect to a director’s receipt of compensation from the issuer more closely with the equivalent rule of the NYSE. The Commission notes that, under the proposed rule change, a Nasdaq listed issuer’s board would still have the responsibility to make an affirmative determination that an independent director has no relationship whatsoever with the issuer that would impair his or her independence, even when the director has passed the ‘‘bright line’’ test of the rule and has not accepted (and has no family member who has accepted) more than $100,000 in compensation from the issuer during the relevant period.8 jlentini on PROD1PC65 with NOTICES IV. Solicitation of Comments Concerning the Proposed Rule Change Interested persons are invited to submit written data, views and arguments concerning the proposed rule change, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: 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 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–NASDAQ–2006–041 and should be submitted on or before April 11, 2007. V. Accelerated Approval of the Proposed Rule Change Nasdaq has requested that the Commission approve the proposed rule change as modified by Amendment No. 1 on an accelerated basis.9 Pursuant to Section 19(b)(2) of the Act,10 the Commission may not approve any proposed rule change, or amendment Electronic Comments thereto, prior to the 30th day after the date of publication of notice of the filing • Use the Commission’s Internet thereof, unless the Commission finds comment form (http://www.sec.gov/ good cause for so doing and publishes rules/sro.shtml); or its reasons for so finding. • Send an e-mail to ruleThe Commission hereby finds good comments@sec.gov. Please include File Number SR–NASDAQ–2006–041 on the cause to approve the proposed rule change as amended by Amendment No. subject line. 1 on an accelerated basis. The proposed Paper Comments rule change as published in the Notice • Send paper comments in triplicate would have raised the amount of to Nancy M. Morris, Secretary, compensation that precludes a director Securities and Exchange Commission, from being an ‘‘independent director’’ 100 F Street, NE., Washington, DC from $60,000 to $120,000. Amendment 20549–1090. No. 1 established the compensation All submissions should refer to File threshold at $100,000. The Commission Number SR–NASDAQ–2006–041. This believes that this change raises no new file number should be included on the regulatory issues and aligns Nasdaq’s subject line if e-mail is used. To help the rule with the equivalent rule of the Commission process and review your NYSE. The Commission believes that no comments more efficiently, please use reasonable purpose would be served by delaying implementation of the 6 In approving this proposed rule change, the proposal. Commission has considered the proposed rule’s Accordingly, pursuant to Section impact on efficiency, competition, and capital 19(b)(2) of the Act,11 the Commission formation. 15 U.S.C. 78c(f). 7 15 U.S.C. 78f(b)(5). Nasdaq Rule 4200(a)(15) and IM–4200— ‘‘Definition of Independence.’’ See also Notice, supra note 3, at note 8. 8 See VerDate Aug<31>2005 17:08 Mar 20, 2007 Jkt 211001 9 See 10 15 Amendment No. 1. U.S.C. 78s(b)(2). 11 Id. PO 00000 Frm 00093 Fmt 4703 Sfmt 4703 finds good cause to approve the proposed rule change as modified by Amendment No. 1 prior to the 30th day after notice in the Federal Register. VI. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,12 that the proposed rule change (File No. SR– NASDAQ–2006–041), as modified by Amendment No. 1, be, and it hereby is, approved. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.13 Florence E. Harmon, Deputy Secretary. [FR Doc. E7–5084 Filed 3–20–07; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–55457; File No. SR– NASDAQ–2006–064] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of Proposed Rule Change and Amendments No. 1 and 2 Thereto To Modify the Fee for Connecting to a Nasdaq Data Center Over the Internet March 13, 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 December 22, 2006, The NASDAQ Stock Market LLC (‘‘Nasdaq’’) 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 Nasdaq. On January 19, 2007, Nasdaq submitted Amendment No. 1 to the proposed rule change. On February 22, 2007, Nasdaq submitted Amendment No. 2 to the proposed rule change.3 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 Nasdaq proposes to amend Rule 7034 to modify the fee for connecting to a Nasdaq data center over the Internet. The text of the proposed rule change is 12 Id. 13 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 Amendment No. 2 replaced and superseded the original filing and Amendment No. 1 in their entirety. 1 15 E:\FR\FM\21MRN1.SGM 21MRN1

Agencies

[Federal Register Volume 72, Number 54 (Wednesday, March 21, 2007)]
[Notices]
[Pages 13327-13328]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-5084]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55463; File No. SR-NASDAQ-2006-041]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing of Amendment No. 1 and Order Granting Accelerated 
Approval to Proposed Rule Change as Modified by Amendment No. 1 To 
Modify an Aspect of the Definition of Independent Director

March 13, 2007.

I. Introduction

    On October 3, 2006, The NASDAQ Stock Market LLC (``Nasdaq'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to modify an aspect of Nasdaq's definition of 
``independent director.'' The proposed rule change was published for 
comment in the Federal Register on November 28, 2006.\3\ The Commission 
received no comment letters on the proposal as published. On March 2, 
2007, Nasdaq filed Amendment No. 1 to the proposed rule change. The 
Commission is publishing notice of Amendment No. 1 to the proposed rule 
change and granting approval to the proposed rule change as modified by 
Amendment No. 1 on an accelerated basis.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 54797 (November 20, 
2006), 71 FR 68855 (``Notice'').
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II. Description of the Proposed Rule Change

    Under current Nasdaq Rule 4200(a)(15)(B), a director of a listed 
issuer is generally precluded from being considered independent if that 
director has received more than $60,000 in compensation from the issuer 
during any period of twelve consecutive months within the three years 
preceding the determination of independence.\4\ The proposed rule 
change would raise this amount to $100,000, the same figure specified 
by the New York Stock Exchange (``NYSE'') in its comparable 
independence standard.\5\
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    \4\ See Nasdaq Rule 4200(a)(15)(b).
    \5\ See Section 303A.02(b)(ii) of the NYSE Listed Company 
Manual. See also Amendment No. 1 to the proposed rule change.

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[[Page 13328]]

III. Discussion and Commission Findings

    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder applicable to Nasdaq,\6\ and, in particular, with Section 
6(b)(5) of the Act.\7\
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    \6\ In approving this proposed rule change, the Commission has 
considered the proposed rule's impact on efficiency, competition, 
and capital formation. 15 U.S.C. 78c(f).
    \7\ 15 U.S.C. 78f(b)(5).
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    The Commission believes that the proposed rule change is reasonable 
and would align Nasdaq's ``bright line'' test with respect to a 
director's receipt of compensation from the issuer more closely with 
the equivalent rule of the NYSE. The Commission notes that, under the 
proposed rule change, a Nasdaq listed issuer's board would still have 
the responsibility to make an affirmative determination that an 
independent director has no relationship whatsoever with the issuer 
that would impair his or her independence, even when the director has 
passed the ``bright line'' test of the rule and has not accepted (and 
has no family member who has accepted) more than $100,000 in 
compensation from the issuer during the relevant period.\8\
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    \8\ See Nasdaq Rule 4200(a)(15) and IM-4200--``Definition of 
Independence.'' See also Notice, supra note 3, at note 8.
---------------------------------------------------------------------------

IV. Solicitation of Comments Concerning the Proposed Rule Change

    Interested persons are invited to submit written data, views and 
arguments concerning the proposed rule change, including whether the 
proposed rule change is consistent with the Act. Comments may be 
submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-NASDAQ-2006-041 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-NASDAQ-2006-041. 
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 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-NASDAQ-2006-041 and should be submitted on or before 
April 11, 2007.

V. Accelerated Approval of the Proposed Rule Change

    Nasdaq has requested that the Commission approve the proposed rule 
change as modified by Amendment No. 1 on an accelerated basis.\9\ 
Pursuant to Section 19(b)(2) of the Act,\10\ the Commission may not 
approve any proposed rule change, or amendment thereto, prior to the 
30th day after the date of publication of notice of the filing thereof, 
unless the Commission finds good cause for so doing and publishes its 
reasons for so finding.
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    \9\ See Amendment No. 1.
    \10\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

    The Commission hereby finds good cause to approve the proposed rule 
change as amended by Amendment No. 1 on an accelerated basis. The 
proposed rule change as published in the Notice would have raised the 
amount of compensation that precludes a director from being an 
``independent director'' from $60,000 to $120,000. Amendment No. 1 
established the compensation threshold at $100,000. The Commission 
believes that this change raises no new regulatory issues and aligns 
Nasdaq's rule with the equivalent rule of the NYSE. The Commission 
believes that no reasonable purpose would be served by delaying 
implementation of the proposal.
    Accordingly, pursuant to Section 19(b)(2) of the Act,\11\ the 
Commission finds good cause to approve the proposed rule change as 
modified by Amendment No. 1 prior to the 30th day after notice in the 
Federal Register.
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    \11\ Id.
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VI. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\12\ that the proposed rule change (File No. SR-NASDAQ-2006-041), 
as modified by Amendment No. 1, be, and it hereby is, approved.
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    \12\ Id.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E7-5084 Filed 3-20-07; 8:45 am]
BILLING CODE 8010-01-P