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]
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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 (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for inspection and copying in
the Commission’s Public Reference
Room. Copies of such filing also will be
available for inspection and copying at
the principal office of Nasdaq. All
comments received will be posted
without change; the Commission does
not edit personal identifying
information from submissions. You
should submit only information that
you wish to make available publicly. All
submissions should refer to File
Number SR–NASDAQ–2006–048 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 (https://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).
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17:08 Mar 20, 2007
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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.
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
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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 (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–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 (https://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
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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
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]]>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]
-----------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\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'').
---------------------------------------------------------------------------
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\
---------------------------------------------------------------------------
\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.
---------------------------------------------------------------------------
[[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\
---------------------------------------------------------------------------
\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).
---------------------------------------------------------------------------
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\
---------------------------------------------------------------------------
\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 (https://
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 (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-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.
---------------------------------------------------------------------------
\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.
---------------------------------------------------------------------------
\11\ Id.
---------------------------------------------------------------------------
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.
---------------------------------------------------------------------------
\12\ Id.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\13\
---------------------------------------------------------------------------
\13\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-5084 Filed 3-20-07; 8:45 am]
BILLING CODE 8010-01-P
