Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing of Proposed Rule Change Amending Preferred Stock Voting Rights, 36081-36082 [E7-12742]
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Federal Register / Vol. 72, No. 126 / Monday, July 2, 2007 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–55963; File No. SR–Amex–
2007–38]
Self-Regulatory Organizations;
American Stock Exchange LLC; Notice
of Filing of Proposed Rule Change
Amending Preferred Stock Voting
Rights
June 26, 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 April 20,
2007, the American Stock Exchange LLC
(‘‘Amex’’ 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 Amex.
The Commission is publishing this
notice to solicit comments on the
proposed rule change from interested
persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend the
minimum voting rights to be provided
to preferred shareholders in order for a
preferred stock issue to list on the
Amex. The text of the proposed rule
change is available at the Amex, on the
Amex’s Web site at https://amex.com,
and at the Commission’s Public
Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Amex 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 Amex has
prepared summaries, set forth in
Sections A, B, and C below, of the most
significant aspects of such statements.
jlentini on PROD1PC65 with NOTICES
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Section 124, ‘‘Preferred Voting
Rights,’’ of the Company Guide sets
forth the minimum voting rights an
issuer must provide to holders of
1§ 15
2 17
U.S.C. 78s(b)(1).
CFR 240.19b–4.
VerDate Aug<31>2005
22:57 Jun 29, 2007
preferred stock in order for a preferred
stock issue to be approved for listing on
the Amex. Currently, the Exchange may
decline to list a preferred stock issue
unless the preferred shareholders have
the right, voting as a class, to vote on
any change in the rights, privileges or
preferences of their preferred shares
and/or the creation of any additional
class of preferred stock senior to or
equal in preference to their preferred
shares. Additionally, any such change
in the rights, privileges or preferences of
preferred shares and/or creation of an
additional class of senior preferred stock
must be approved by at least two-thirds
of the preferred shareholders, and any
creation of an additional class of
preferred stock equal in preference must
be approved by at least a majority of the
preferred shareholders.
The Exchange now proposes
amendments to the minimum preferred
voting rights required for listing in order
to provide additional flexibility to
issuers of preferred stock and to make
the requirements more consistent with
those of the New York Stock Exchange
LLC (‘‘NYSE’’).3
(i) Alteration of Existing Provisions.
The Exchange proposes to amend
paragraph (i) of Section 124(b) to specify
that: (A) Holders of at least two-thirds
of the outstanding shares of a preferred
stock issue should be required to
approve any charter or by-law
amendment that would materially affect
existing terms of the preferred stock;
and (B) if all series of a class of preferred
stock are not equally affected by a
proposed change to the terms of the
preferred stock, two-thirds approval of
both the class and the series to be
affected by the proposed change should
be required to authorize such change.
The Exchange also proposes to require
that an issuer’s charter not hinder
preferred shareholders’ right to alter the
terms of their stock by limiting
modification to specific items, e.g.,
interest rate, redemption price.
(ii) Creation of a Senior Issue. The
Exchange proposes to amend paragraph
(ii) of Section 124(b) to provide that: (A)
A vote by an existing series of preferred
stock is not required for the board of
directors of an issuer to create a senior
series if shareholders authorized such
action when the existing series was
created; and (B) a vote by an existing
class is not required for the creation of
a senior issue if the existing class
received adequate notice of redemption
to occur within 90 days and the existing
issue is not being retired with proceeds
from the sale of the new issue.
3 Section 313.00(C) of the NYSE Listed Company
Manual.
Jkt 211001
PO 00000
Frm 00115
Fmt 4703
Sfmt 4703
36081
(iii) Increase in Authorized Amount
or Creation of a Pari Passu Issue. The
Exchange proposes to provide in new
paragraph (iii) of Section 124(b) that an
increase in the authorized amount of a
class of preferred stock or the creation
of a pari passu issue is required to be
approved by a majority of the
outstanding shares of the class or classes
to be affected by such change. A
majority vote would not, however, be
required if, at the time a class of
preferred stock was created, the
preferred shareholders gave the board of
directors the authority to increase the
authorized amount of a series of
preferred stock or create an additional
series of preferred stock equal in
preference.
The Exchange believes that by
enabling preferred stock issuers to
obtain in advance the shareholder
authorization required for future
creations of senior or pari passu series
and/or increases in authorized amounts
of a series, their capital raising
processes will be less restricted. In
addition, the proposed rule change will
align preferred voting rights with
current market practices. Shareholders
purchasing affected preferred shares
will be put on notice, either at the time
of the initial offering or subsequently,
that the board of directors has such
authority. Moreover, preferred
shareholders will still retain important
voting rights, particularly in the case of
dividend defaults, and will still be
protected against adverse corporate
actions pursuant to applicable state law.
2. Statutory Basis
The proposed rule change is
consistent with Section 6(b) of the Act,4
in general, and furthers the objectives of
Section 6(b)(5) of the Act,5 in particular,
in that it is 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 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 proposed rule change does not
impose any burden on competition that
is not necessary or appropriate in
furtherance of the purposes of the Act.
4 15
5 15
E:\FR\FM\02JYN1.SGM
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
02JYN1
36082
Federal Register / Vol. 72, No. 126 / Monday, July 2, 2007 / Notices
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants or Others
No written comments were solicited
or received with respect to the proposed
rule change.
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 such proposed
rule change, or
(B) Institute proceedings to determine
whether the proposed rule change
should be disapproved.
IV. Solicitation of Comments
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–Amex–2007–38 on the
subject line.
jlentini on PROD1PC65 with NOTICES
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–Amex–2007–38. 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
22:57 Jun 29, 2007
Jkt 211001
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.6
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–12742 Filed 6–29–07; 8:45 am]
BILLING CODE 8010–01–P
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:
VerDate Aug<31>2005
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 on official business days between
the hours of 10 a.m. and 3 p.m. 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–Amex–
2007–38 and should be submitted on or
before July 23, 2007.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–55950; File No. SR–BSE–
2007–09]
Self-Regulatory Organizations; Boston
Stock Exchange, Inc.; Order Approving
a Proposed Rule Change as Modified
by Amendment No. 1 Thereto Relating
to Appointment of Market Makers
June 25, 2007.
I. Introduction
On February 20, 2007, the Boston
Stock Exchange, Inc. (‘‘BSE’’ 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
grant the authority for the Exchange to
approve Market Maker appointments
instead of the Board or a committee
designated by the Board and to provide
a process for those Market Makers who
wish to withdraw from trading an
option issue within their appointment.
The Exchange filed Amendment No. 1
to the proposed rule change on May 11,
2007. The proposed rule change, as
amended, was published for comment
in the Federal Register on May 23,
6 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
PO 00000
Frm 00116
Fmt 4703
Sfmt 4703
2007.3 The Commission received no
comments on the proposal.
II. Description of the Proposal
The Exchange proposes to amend
Section 4 (Appointment of Market
Makers) of Chapter VI of the BOX Rules
to grant the authority for the Exchange
to approve Market Maker appointments
instead of the Board or committee
designated by the Board, as the rule
currently states. This proposed change
would allow the regulatory staff of the
Exchange to approve Market Maker
appointments. According to the
Exchange, the BSE regulatory staff is
more accessible than the Board and this
change would help with the expediency
of the Market Marker allocation
approval process.
The Exchange also has proposed to
add a provision to establish a process
for those Market Makers who wish to
withdraw from trading an option issue
within their appointment.4 A Market
Maker may withdraw from an
appointment as long as the Market
Maker provides BOX with three
business days written notice of its intent
to withdraw from an appointment. If
such written notice is not provided to
BOX, then the Market Maker may be
subject to formal disciplinary action.
III. Discussion
After careful review, the Commission
finds that the proposed rule change, as
amended, is consistent with the
requirements of the Act and the rules
and regulations thereunder applicable to
a national securities exchange 5 and, in
particular, the requirements of Section 6
of the Act.6 Specifically, the
Commission finds that the proposal is
consistent with Section 6(b)(5) of the
Act,7 in that the proposal has been
designed to promote just and equitable
principles of trade, and to protect
investors and the public interest. The
Commission believes the proposal to
grant the Exchange the authority to
approve Market Maker appointments,
instead of the Board, should help make
the Market Marker allocation approval
process more efficient, thereby
potentially increasing liquidity on the
Exchange. The proposal also provides
transparency to the Exchange’s process
governing Market Makers who wish to
3 See Securities Exchange Act Release No. 55774
(May 16, 2007), 72 FR 29019.
4 See Proposed Section 4, subparagraph (i),
Chapter VI of the BOX Rules.
5 The Commission has considered the amended
proposed rule change’s impact on efficiency,
competition and capital formation. 15 U.S.C. 78c(f).
6 15 U.S.C. 78f
7 15 U.S.C. 78f(b)(5).
E:\FR\FM\02JYN1.SGM
02JYN1
]]>Agencies
[Federal Register Volume 72, Number 126 (Monday, July 2, 2007)]
[Notices]
[Pages 36081-36082]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-12742]
[[Page 36081]]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-55963; File No. SR-Amex-2007-38]
Self-Regulatory Organizations; American Stock Exchange LLC;
Notice of Filing of Proposed Rule Change Amending Preferred Stock
Voting Rights
June 26, 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 April 20, 2007, the American Stock Exchange LLC (``Amex'' 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
Amex. The Commission is publishing this notice to solicit comments on
the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\Sec. 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 the minimum voting rights to be
provided to preferred shareholders in order for a preferred stock issue
to list on the Amex. The text of the proposed rule change is available
at the Amex, on the Amex's Web site at https://amex.com, and at the
Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Amex 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 Amex 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
Section 124, ``Preferred Voting Rights,'' of the Company Guide sets
forth the minimum voting rights an issuer must provide to holders of
preferred stock in order for a preferred stock issue to be approved for
listing on the Amex. Currently, the Exchange may decline to list a
preferred stock issue unless the preferred shareholders have the right,
voting as a class, to vote on any change in the rights, privileges or
preferences of their preferred shares and/or the creation of any
additional class of preferred stock senior to or equal in preference to
their preferred shares. Additionally, any such change in the rights,
privileges or preferences of preferred shares and/or creation of an
additional class of senior preferred stock must be approved by at least
two-thirds of the preferred shareholders, and any creation of an
additional class of preferred stock equal in preference must be
approved by at least a majority of the preferred shareholders.
The Exchange now proposes amendments to the minimum preferred
voting rights required for listing in order to provide additional
flexibility to issuers of preferred stock and to make the requirements
more consistent with those of the New York Stock Exchange LLC
(``NYSE'').\3\
---------------------------------------------------------------------------
\3\ Section 313.00(C) of the NYSE Listed Company Manual.
---------------------------------------------------------------------------
(i) Alteration of Existing Provisions. The Exchange proposes to
amend paragraph (i) of Section 124(b) to specify that: (A) Holders of
at least two-thirds of the outstanding shares of a preferred stock
issue should be required to approve any charter or by-law amendment
that would materially affect existing terms of the preferred stock; and
(B) if all series of a class of preferred stock are not equally
affected by a proposed change to the terms of the preferred stock, two-
thirds approval of both the class and the series to be affected by the
proposed change should be required to authorize such change. The
Exchange also proposes to require that an issuer's charter not hinder
preferred shareholders' right to alter the terms of their stock by
limiting modification to specific items, e.g., interest rate,
redemption price.
(ii) Creation of a Senior Issue. The Exchange proposes to amend
paragraph (ii) of Section 124(b) to provide that: (A) A vote by an
existing series of preferred stock is not required for the board of
directors of an issuer to create a senior series if shareholders
authorized such action when the existing series was created; and (B) a
vote by an existing class is not required for the creation of a senior
issue if the existing class received adequate notice of redemption to
occur within 90 days and the existing issue is not being retired with
proceeds from the sale of the new issue.
(iii) Increase in Authorized Amount or Creation of a Pari Passu
Issue. The Exchange proposes to provide in new paragraph (iii) of
Section 124(b) that an increase in the authorized amount of a class of
preferred stock or the creation of a pari passu issue is required to be
approved by a majority of the outstanding shares of the class or
classes to be affected by such change. A majority vote would not,
however, be required if, at the time a class of preferred stock was
created, the preferred shareholders gave the board of directors the
authority to increase the authorized amount of a series of preferred
stock or create an additional series of preferred stock equal in
preference.
The Exchange believes that by enabling preferred stock issuers to
obtain in advance the shareholder authorization required for future
creations of senior or pari passu series and/or increases in authorized
amounts of a series, their capital raising processes will be less
restricted. In addition, the proposed rule change will align preferred
voting rights with current market practices. Shareholders purchasing
affected preferred shares will be put on notice, either at the time of
the initial offering or subsequently, that the board of directors has
such authority. Moreover, preferred shareholders will still retain
important voting rights, particularly in the case of dividend defaults,
and will still be protected against adverse corporate actions pursuant
to applicable state law.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the
Act,\4\ in general, and furthers the objectives of Section 6(b)(5) of
the Act,\5\ in particular, in that it is 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 a national market system, and, in
general, to protect investors and the public interest.
---------------------------------------------------------------------------
\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The proposed rule change does not impose any burden on competition
that is not necessary or appropriate in furtherance of the purposes of
the Act.
[[Page 36082]]
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
No written comments were solicited or received with respect to the
proposed rule change.
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 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:
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-Amex-2007-38 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-Amex-2007-38. 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 on official business
days between the hours of 10 a.m. and 3 p.m. 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-
Amex-2007-38 and should be submitted on or before July 23, 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. E7-12742 Filed 6-29-07; 8:45 am]
BILLING CODE 8010-01-P
