Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Technical Amendments to the Amended and Restated Certificate of Incorporation of NYSE Euronext, 17970-17972 [E7-6669]
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17970
Federal Register / Vol. 72, No. 68 / Tuesday, April 10, 2007 / Notices
2. Statutory Basis
Electronic Comments
Nasdaq believes that the proposed
rule change is consistent with the
provisions of Section 6 of the Act,8 in
general, and with Section 6(b)(4) of the
Act,9 in particular, in that it provides for
the equitable allocation of reasonable
dues, fees, and other charges among
members and issuers and other persons
using any facility or system which
Nasdaq operates or controls. Nasdaq
believes that this change will ensure
that the level of fees and rebates
associated with trading securities at
prices under $1 is consistent with the
value of these securities, the costs of
routing orders to other market centers
for execution, and the requirements of
Rule 610 of Regulation NMS.
• 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–NASDAQ–2007–026 on the
subject line.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Nasdaq does not believe that the
proposed rule change will result in 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
Because the foregoing rule change
establishes or changes a due, fee, or
other charge applicable only to a
member imposed by Nasdaq, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 10 and
subparagraph (f)(2) of Rule 19b–4
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.
cprice-sewell on PROD1PC66 with NOTICES
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:
U.S.C. 78f.
U.S.C. 78f(b)(4).
10 15 U.S.C. 78s(b)(3)(A).
11 17 CFR 240.19b–4(f)(2).
Paper Comments
• Send paper comments in triplicate
to Nancy M. Morris, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–55567; File No. SR–NYSE–
2007–35]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change Relating to
Technical Amendments to the
Amended and Restated Certificate of
Incorporation of NYSE Euronext
April 2, 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 March 29,
All submissions should refer to File
2007, New York Stock Exchange LLC
Number SR–NASDAQ–2007–026. This
(‘‘Exchange’’ or ‘‘NYSE’’) filed with the
file number should be included on the
Securities and Exchange Commission
subject line if e-mail is used. To help the
(‘‘Commission’’) the proposed rule
Commission process and review your
change as described in Items I and II
comments more efficiently, please use
below, which Items have been prepared
only one method. The Commission will substantially by the Exchange. The
post all comments on the Commission’s Exchange filed the proposed rule change
Internet Web site (https://www.sec.gov/
pursuant to Section 19(b)(3)(A) of the
rules/sro.shtml). Copies of the
Act 3 and Rule 19b–4(f)(6) thereunder,4
submission, all subsequent
which renders the proposal effective
amendments, all written statements
upon filing with the Commission. The
with respect to the proposed rule
Commission is publishing this notice to
change that are filed with the
solicit comments on the proposed rule
Commission, and all written
change from interested persons.
communications relating to the
I. Self-Regulatory Organization’s
proposed rule change between the
Statement of the Terms of Substance of
Commission and any person, other than
the Proposed Rule Change
those that may be withheld from the
The Exchange proposes to make
public in accordance with the
certain technical changes to the
provisions of 5 U.S.C. 552, will be
amended and restated certificate of
available for inspection and copying in
incorporation of NYSE Euronext to
the Commission’s Public Reference
Room. Copies of such filing also will be remove all references to ‘‘Year 1 NYSE
Shares’’ and ‘‘Year 1 NYSE Group
available for inspection and copying at
Shares’’ from the provisions regarding
the principal office of Nasdaq. All
transfer restrictions and to clarify that it
comments received will be posted
is the currently operative certificate of
without change; the Commission does
incorporation of NYSE Group, Inc. (and
not edit personal identifying
not the certificate of incorporation of
information from submissions. You
NYSE Group, Inc. that will be operative
should submit only information that
after the closing of the Combination (as
you wish to make available publicly. All defined below)) which contains the
submissions should refer to File
definitions of the terms ‘‘Year 2 NYSE
Number SR–NASDAQ–2007–026 and
Share’’ and ‘‘Year 3 NYSE Share.’’ The
should be submitted on or before May
text of the proposed rule change is
1, 2007.
available at the Exchange, https://
www.nyse.com, and the Commission’s
For the Commission, by the Division of
Public Reference Room.
Market Regulation, pursuant to delegated
authority.12
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–6674 Filed 4–9–07; 8:45 am]
BILLING CODE 8010–01–P
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
Exchange included statements
8 15
1 15
9 15
2 17
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15:22 Apr 09, 2007
12 17
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PO 00000
CFR 200.30–3(a)(12).
Frm 00155
Fmt 4703
Sfmt 4703
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).
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Federal Register / Vol. 72, No. 68 / Tuesday, April 10, 2007 / Notices
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.
cprice-sewell on PROD1PC66 with NOTICES
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange, a New York limited
liability company, registered national
securities exchange, and self-regulatory
organization, is submitting this rule
filing to the Commission in connection
with the proposed business combination
(‘‘Combination’’) of NYSE Group, Inc., a
Delaware corporation (‘‘NYSE Group’’),
with Euronext N.V., a company
organized under the laws of The
Netherlands (‘‘Euronext’’). As a result of
the Combination, the businesses of
NYSE Group (including that of the
Exchange and NYSE Arca, Inc., a
Delaware corporation, registered
national securities exchange, and selfregulatory organization) and Euronext
will be held under a single, publicly
traded holding company named NYSE
Euronext, a Delaware corporation
(‘‘NYSE Euronext’’). Following the
Combination, each of NYSE Group and
Euronext (or a successor Dutch holding
company) will be a separate subsidiary
of NYSE Euronext, and their respective
businesses and assets will continue to
be held as they are currently held
(subject to any post-closing
reorganization of Euronext). The
Commission has approved the
Exchange’s rule filing in connection
with the Combination (‘‘Combination
Filing’’) 5 and the Combination is
scheduled to close on April 4, 2007.
Subsequent to the Combination
Filing’s approval, the transfer
restrictions on the Year 1 NYSE Shares,
as defined in the currently operative
certificate of incorporation of NYSE
Group, expired, causing the references
to ‘‘NYSE Year 1 Shares’’ and ‘‘NYSE
Group Year 1 Shares’’ in the amended
and restated certificate of incorporation
of NYSE Euronext to become obsolete
and potentially confusing. Additionally,
the Exchange wishes to clarify that it is
the currently operative certificate of
incorporation of NYSE Group (and not
the certificate of incorporation of NYSE
5 Securities Exchange Act Release No. 55293
(February 14, 2007), 72 FR 8033 (February 22, 2007)
(SR–NYSE–2006–120).
VerDate Aug<31>2005
15:22 Apr 09, 2007
Jkt 211001
Group that will be operative after the
closing of the Combination) in which
the terms ‘‘Year 2 NYSE Share’’ and
‘‘Year 3 NYSE Share’’ are defined. The
Exchange is also adding the date on
which the amended and restated
certificate of incorporation of NYSE
Euronext is being filed. The proposed
changes do not affect the substance of
the amended and restated certificate of
incorporation of NYSE Euronext in any
way. The Exchange needs the proposed
rule change to be effective and operative
prior to the consummation of the
Combination, as it must file the
amended and restated certificate of
incorporation of NYSE Euronext with
the Delaware Secretary of State before
the closing of the Combination,6 as
contemplated by the Combination
Filing.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
the requirement under Section 6(b)(5) 7
of the Act that an exchange have rules
that are designed to promote just and
equitable principles of trade, to remove
impediments to, and perfect the
mechanism of a free and open market
and a national market system, and, in
general, to protect investors and the
public interest.
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
The Exchange has neither solicited
nor received written comments on the
proposed rule change.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (A) Significantly affect
the protection of investors or the public
interest; (B) impose any significant
burden on competition; and (C) become
operative for 30 days after the date of
the filing, 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 8 and Rule
19b–4(f)(6) thereunder.9
A proposed rule change filed under
Rule 19b–4(f)(6) 10 normally may not
become operative prior to 30 days after
the date of filing. However, Rule 19b–
4(f)(6)(iii) 11 permits the Commission to
designate a shorter time if such action
is consistent with the protection of
investors and the public interest. The
Exchange has requested that the
Commission waive the 30-day operative
delay, and designate the proposed rule
change immediately operative.12 The
Commission believes that waiving the
30-day operative delay is consistent
with the protection of investors and the
public interest.13 The Exchange has
stated that the amended and restated
certificate of incorporation of NYSE
Euronext as modified by this proposed
rule change must be filed with the
Delaware Secretary of State before the
closing of the Combination that is
scheduled for April 4, 2007. The
Commission notes that the proposed
modifications to the amended and
restated certificate of incorporation of
NYSE Euronext are technical changes
that are non-substantive. Accordingly,
the Commission designates that the
proposed rule change become operative
immediately.
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
8 15
6 The
Commission notes that the Exchange
included references in the proposed rule change to
filing the amended and restated certificate of
incorporation of NYSE Euronext with the Delaware
Secretary of State and the Secretary of State of New
York, before and at the closing of the Combination.
The Commission staff clarified with the Exchange
that the correct reference should be to filing with
the Delaware Secretary of State before the closing
of the Combination. Telephone conversation
between Janet Kissane, Vice President and
Associate General Counsel, NYSE Group, and Kim
M. Allen, Special Counsel, Division of Market
Regulation, Commission, on March 29, 2007.
7 15 U.S.C. 78f(b)(5).
PO 00000
Frm 00156
Fmt 4703
Sfmt 4703
17971
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
10 Id.
11 17 CFR 240.19b–4(f)(6)(iii).
12 The Exchange also asked the Commission to
waive the five-business day pre-filing notice
requirement. See Rule 19b–4(f)(6)(iii), 17 CFR
240.19b–4(f)(6)(iii). The Commission is exercising
its authority to designate a shorter time, and notes
that the Exchange provided the Commission with
written notice of its intention to file the proposed
rule change on March 26, 2007.
13 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. 15 U.S.C. 78c(f).
9 17
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17972
Federal Register / Vol. 72, No. 68 / Tuesday, April 10, 2007 / Notices
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:
SECURITIES AND EXCHANGE
COMMISSION
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–2007–35 on the
subject line.
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change Relating to
Section 802.01C of the Listed
Company Manual, Clarifying That the
Exchange Uses the Closing Price
Reported on the Consolidated Tape To
Determine Compliance With Its Price
Test
Paper Comments
April 3, 2007.
[Release No. 34–55574; File No. SR–NYSE–
2007–36]
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 March 29,
2007, the New York Stock Exchange
LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed
All submissions should refer to File
with the Securities and Exchange
Number SR–NYSE–2007–35. This file
Commission (‘‘Commission’’) the
number should be included on the
proposed rule change is described in
subject line if e-mail is used. To help the Items I, II, and III below, which Items
Commission process and review your
have been substantially prepared by the
comments more efficiently, please use
Exchange. The NYSE filed this proposal
only one method. The Commission will pursuant to Section 19(b)(3)(A) of the
post all comments on the Commission’s Act 3 and Rule 19b–4(f)(1) thereunder,4
Internet Web site (https://www.sec.gov/
which renders it effective upon filing
rules/sro.shtml). Copies of the
with the Commission. The Commission
is publishing this notice to solicit
submission, all subsequent
comments on the proposed rule change
amendments, all written statements
from interested persons.
with respect to the proposed rule
change that are filed with the
I. Self-Regulatory Organization’s
Commission, and all written
Statement of the Terms of Substance of
communications relating to the
the Proposed Rule Change
proposed rule change between the
The NYSE proposes to amend Section
Commission and any person, other than
802.01C of its Listed Company Manual
those that may be withheld from the
(the ‘‘Manual’’) to clarify that, for
public in accordance with the
purposes of determining whether a
provisions of 5 U.S.C. 552, will be
company is below the $1.00 share price
available for inspection and copying in
compliance standard, the Exchange uses
the Commission’s Public Reference
Room. Copies of such filing also will be the closing price reported on the
consolidated tape. The text of the
available for inspection and copying at
the principal office of the Exchange. All proposed rule change is available at the
Exchange, on the Exchange’s Web site at
comments received will be posted
https://www.nyse.com, and at the
without change; the Commission does
Commission’s Public Reference Room.
not edit personal identifying
information from submissions. You
II. Self-Regulatory Organization’s
should submit only information that
Statement of the Purpose of, and
you wish to make available publicly. All Statutory Basis for, the Proposed Rule
submissions should refer to File
Change
Number SR–NYSE–2007–35 and should
In its filing with the Commission, the
be submitted on or before May 1, 2007.
Exchange included statements
For the Commission, by the Division of
concerning the purpose of, and basis for,
Market Regulation, pursuant to delegated
the proposed rule change and discussed
authority.14
any comments it received on the
proposed rule change. The text of these
Florence E. Harmon,
statements may be examined at the
Deputy Secretary.
cprice-sewell on PROD1PC66 with NOTICES
• Send paper comments in triplicate
to Nancy M. Morris, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
[FR Doc. E7–6669 Filed 4–9–07; 8:45 am]
BILLING CODE 8010–01–P
14 17
15:22 Apr 09, 2007
Jkt 211001
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Section 802.01C of the Manual
provides that a company will be
considered to be below compliance
standards if the average closing price of
a security is less than $1.00 over a
consecutive 30 trading-day period. The
Exchange proposes to amend Section
802.01C to clarify that the pricing
information that it uses for this purpose
is the closing price reported on the
consolidated tape. The Exchange states
that this is consistent with its
longstanding practice in applying this
rule.
2. Statutory Basis
The basis under the Act for this
proposed rule change is the requirement
under Section 6(b)(5) of the Act 5 that an
exchange have rules that are designed to
prevent fraudulent and manipulative
acts and practices, to promote just and
equitable principles of trade, to remove
impediments to and perfect the
mechanism of a free and open market
and, in general, to protect investors and
the public interest.
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 foregoing proposed rule change
has become effective upon filing
pursuant to Section 19(b)(3)(A)(i) of the
Act 6 and Rule 19b–4(f)(1) thereunder 7
because it constitutes a stated policy,
practice, or interpretation with respect
to the meaning, administration, or
enforcement of an existing rule. At any
1 15
2 17
CFR 200.30–3(a)(12).
VerDate Aug<31>2005
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 5 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(1).
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.
PO 00000
Frm 00157
Fmt 4703
5 15
U.S.C. 78f(b)(5).
U.S.C. 78s(b)(3)(A)(i).
7 17 CFR 19b–4(f)(1).
6 15
Sfmt 4703
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]]>Agencies
[Federal Register Volume 72, Number 68 (Tuesday, April 10, 2007)]
[Notices]
[Pages 17970-17972]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-6669]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-55567; File No. SR-NYSE-2007-35]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Relating to Technical Amendments to the Amended and Restated
Certificate of Incorporation of NYSE Euronext
April 2, 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 March 29, 2007, New York Stock Exchange LLC (``Exchange'' or
``NYSE'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared substantially by the Exchange.
The Exchange filed the proposed rule change pursuant to Section
19(b)(3)(A) of the Act \3\ and Rule 19b-4(f)(6) thereunder,\4\ which
renders the proposal effective upon filing with the Commission. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 15 U.S.C. 78s(b)(3)(A).
\4\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to make certain technical changes to the
amended and restated certificate of incorporation of NYSE Euronext to
remove all references to ``Year 1 NYSE Shares'' and ``Year 1 NYSE Group
Shares'' from the provisions regarding transfer restrictions and to
clarify that it is the currently operative certificate of incorporation
of NYSE Group, Inc. (and not the certificate of incorporation of NYSE
Group, Inc. that will be operative after the closing of the Combination
(as defined below)) which contains the definitions of the terms ``Year
2 NYSE Share'' and ``Year 3 NYSE Share.'' The text of the proposed rule
change is available at the Exchange, https://www.nyse.com, and 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 Exchange included statements
[[Page 17971]]
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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange, a New York limited liability company, registered
national securities exchange, and self-regulatory organization, is
submitting this rule filing to the Commission in connection with the
proposed business combination (``Combination'') of NYSE Group, Inc., a
Delaware corporation (``NYSE Group''), with Euronext N.V., a company
organized under the laws of The Netherlands (``Euronext''). As a result
of the Combination, the businesses of NYSE Group (including that of the
Exchange and NYSE Arca, Inc., a Delaware corporation, registered
national securities exchange, and self-regulatory organization) and
Euronext will be held under a single, publicly traded holding company
named NYSE Euronext, a Delaware corporation (``NYSE Euronext'').
Following the Combination, each of NYSE Group and Euronext (or a
successor Dutch holding company) will be a separate subsidiary of NYSE
Euronext, and their respective businesses and assets will continue to
be held as they are currently held (subject to any post-closing
reorganization of Euronext). The Commission has approved the Exchange's
rule filing in connection with the Combination (``Combination Filing'')
\5\ and the Combination is scheduled to close on April 4, 2007.
---------------------------------------------------------------------------
\5\ Securities Exchange Act Release No. 55293 (February 14,
2007), 72 FR 8033 (February 22, 2007) (SR-NYSE-2006-120).
---------------------------------------------------------------------------
Subsequent to the Combination Filing's approval, the transfer
restrictions on the Year 1 NYSE Shares, as defined in the currently
operative certificate of incorporation of NYSE Group, expired, causing
the references to ``NYSE Year 1 Shares'' and ``NYSE Group Year 1
Shares'' in the amended and restated certificate of incorporation of
NYSE Euronext to become obsolete and potentially confusing.
Additionally, the Exchange wishes to clarify that it is the currently
operative certificate of incorporation of NYSE Group (and not the
certificate of incorporation of NYSE Group that will be operative after
the closing of the Combination) in which the terms ``Year 2 NYSE
Share'' and ``Year 3 NYSE Share'' are defined. The Exchange is also
adding the date on which the amended and restated certificate of
incorporation of NYSE Euronext is being filed. The proposed changes do
not affect the substance of the amended and restated certificate of
incorporation of NYSE Euronext in any way. The Exchange needs the
proposed rule change to be effective and operative prior to the
consummation of the Combination, as it must file the amended and
restated certificate of incorporation of NYSE Euronext with the
Delaware Secretary of State before the closing of the Combination,\6\
as contemplated by the Combination Filing.
---------------------------------------------------------------------------
\6\ The Commission notes that the Exchange included references
in the proposed rule change to filing the amended and restated
certificate of incorporation of NYSE Euronext with the Delaware
Secretary of State and the Secretary of State of New York, before
and at the closing of the Combination. The Commission staff
clarified with the Exchange that the correct reference should be to
filing with the Delaware Secretary of State before the closing of
the Combination. Telephone conversation between Janet Kissane, Vice
President and Associate General Counsel, NYSE Group, and Kim M.
Allen, Special Counsel, Division of Market Regulation, Commission,
on March 29, 2007.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with the requirement under Section 6(b)(5) \7\ of the Act that an
exchange have rules that are designed to promote just and equitable
principles of trade, to remove impediments to, and perfect the
mechanism of a free and open market and a national market system, and,
in general, to protect investors and the public interest.
---------------------------------------------------------------------------
\7\ 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
The Exchange has neither solicited nor received written comments on
the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (A)
Significantly affect the protection of investors or the public
interest; (B) impose any significant burden on competition; and (C)
become operative for 30 days after the date of the filing, 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
\8\ and Rule 19b-4(f)(6) thereunder.\9\
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\8\ 15 U.S.C. 78s(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(6).
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A proposed rule change filed under Rule 19b-4(f)(6) \10\ normally
may not become operative prior to 30 days after the date of filing.
However, Rule 19b-4(f)(6)(iii) \11\ permits the Commission to designate
a shorter time if such action is consistent with the protection of
investors and the public interest. The Exchange has requested that the
Commission waive the 30-day operative delay, and designate the proposed
rule change immediately operative.\12\ The Commission believes that
waiving the 30-day operative delay is consistent with the protection of
investors and the public interest.\13\ The Exchange has stated that the
amended and restated certificate of incorporation of NYSE Euronext as
modified by this proposed rule change must be filed with the Delaware
Secretary of State before the closing of the Combination that is
scheduled for April 4, 2007. The Commission notes that the proposed
modifications to the amended and restated certificate of incorporation
of NYSE Euronext are technical changes that are non-substantive.
Accordingly, the Commission designates that the proposed rule change
become operative immediately.
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\10\ Id.
\11\ 17 CFR 240.19b-4(f)(6)(iii).
\12\ The Exchange also asked the Commission to waive the five-
business day pre-filing notice requirement. See Rule 19b-
4(f)(6)(iii), 17 CFR 240.19b-4(f)(6)(iii). The Commission is
exercising its authority to designate a shorter time, and notes that
the Exchange provided the Commission with written notice of its
intention to file the proposed rule change on March 26, 2007.
\13\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. 15 U.S.C. 78c(f).
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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
[[Page 17972]]
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 Number SR-NYSE-2007-35 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-2007-35. 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-2007-35 and should be submitted on or before May 1,
2007.
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\14\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\14\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-6669 Filed 4-9-07; 8:45 am]
BILLING CODE 8010-01-P
