Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of Proposed Rule Change To Modify the Allocation of the Maximum Time an Adjudicatory Body May Grant a Company To Regain Compliance With the Listing Requirements Without Modifying the Maximum Time Available Under Nasdaq Rule 4802, 6228-6229 [E8-1832]
Download as PDF
<![CDATA[
6228
Federal Register / Vol. 73, No. 22 / Friday, February 1, 2008 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–57214; File No. SR–
NASDAQ–2007–096]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing of Proposed Rule Change To
Modify the Allocation of the Maximum
Time an Adjudicatory Body May Grant
a Company To Regain Compliance
With the Listing Requirements Without
Modifying the Maximum Time Available
Under Nasdaq Rule 4802
January 28, 2008.
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
3, 2007, 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. 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
Nasdaq proposes to modify the
allocation of the maximum time an
adjudicatory body may grant a company
to regain compliance with the listing
requirements. Nasdaq will implement
the proposed rule immediately upon
approval.
The text of the proposed rule change
appears below. Proposed new language
is italicized and proposed deletions are
in brackets.3
*
*
*
*
*
mstockstill on PROD1PC66 with NOTICES
4802. Purpose and General Provisions
(a) No change.
(b) An issuer may file a written
request for an exception to any of the
standards set forth in the Rule 4000
Series at any time during the pendency
of a proceeding under the Rule 4800
Series. A Listing Qualifications Panel
may grant exceptions for a period not to
exceed [the earlier of 90 days from the
date of the Panel Decision or] 180 days
from the date of the Staff Determination
with respect to the deficiency for which
the exception is granted, and the Listing
Council may grant exceptions for a
period not to exceed [the earlier of 60
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 Changes are marked to the rule text that appears
in the electronic manual of Nasdaq found at
https://nasdaq.complinet.com.
2 17
VerDate Aug<31>2005
18:22 Jan 31, 2008
Jkt 214001
days from the date of the Listing
Council Decision or 180] 360 days from
the date of the [Panel Decision] Staff
Determination with respect to the
deficiency for which the exception is
granted, in each case where it deems
appropriate.
(c)—(f) No change.
*
*
*
*
*
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
Nasdaq 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 III below. Nasdaq 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
Nasdaq proposes to modify provisions
in the ‘‘Procedure for Review of Nasdaq
Listing Determinations’’ relating to the
allocation of the maximum time an
adjudicatory body may grant a company
to regain compliance with the listing
requirements (‘‘Exception Period’’). This
proposal would not increase the
maximum time potentially available
under the rule.
Under the current rules, the Exception
Period a Listing Qualifications Panel
(‘‘Panel’’) can grant is limited to the
lesser of 180 days from the date that
Nasdaq staff sends a delisting letter
(‘‘Staff Determination’’) or 90 days from
the date of the Panel’s decision in the
matter. Similarly, the maximum
Exception Period that the Nasdaq
Listing and Hearing Review Council
(‘‘Listing Council’’) can grant when
reviewing a Panel decision is limited to
the lesser of 180 days from the date of
the Panel decision on review or 60 days
from the date of the Listing Council’s
decision in the matter. As a result, while
the maximum cumulative exception
these bodies can grant is 360 days from
the date of the Staff Determination, the
actual amount of time can vary from
company to company based on how
quickly the company is scheduled for a
hearing and the speed with which the
Panel and Listing Council decisions are
prepared.4 This variability creates
4 These time frames are influenced by factors
including the number of companies in the process
PO 00000
Frm 00120
Fmt 4703
Sfmt 4703
uncertainty for Nasdaq-listed companies
and their investors regarding the
maximum amount of time available
under an exception.
In order to eliminate these differences
and provide certainty to companies and
investors regarding the Nasdaq delisting
process, Nasdaq proposes to modify the
computation of the maximum Exception
Period such that the maximum time that
a Panel can provide is 180 days from the
date of the Staff Determination and the
maximum time that the Listing Council
can provide is 360 days from the date
of the Staff Determination. As such, this
proposal will eliminate the competing
deadlines that are based on variable
events, such as the amount of time it
takes to schedule a hearing and issue
decisions reflecting the Panel or Listing
Council’s conclusions. As is presently
the case, these adjudicatory bodies may
grant a company a shorter Exception
Period, or no Exception Period at all,
based on their analysis of the applicable
facts and circumstances.
2. Statutory Basis
Nasdaq believes that the proposed
rule change is consistent with the
provisions of Section 6 of the Act,5 in
general, and with Section 6(b)(5) of the
Act,6 in particular. Nasdaq believes that
the proposed rule change is designed to
provide additional transparency to
Nasdaq’s process surrounding the
review of delisting determinations,
thereby protecting investors and
removing an impediment to a free and
open market.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
Nasdaq 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. 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:
at a given time and the availability of Panel or
Listing Council members for the review and
approval of drafts.
5 15 U.S.C. 78f.
6 15 U.S.C. 78f(b)(5).
E:\FR\FM\01FEN1.SGM
01FEN1
Federal Register / Vol. 73, No. 22 / Friday, February 1, 2008 / 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
Number SR–NASDAQ–2007–096 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.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–57212; File No. SR–
NASDAQ–2008–004]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing of Proposed Rule Change
Related to Supplemental Market
Participant Identifiers
January 28, 2008.
mstockstill on PROD1PC66 with NOTICES
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’) 1 and Rule 19b–4 2 thereunder,
notice is hereby given that on January 9,
2008, The NASDAQ Stock Market LLC
(‘‘Nasdaq’’) filed with the Securities and
All submissions should refer to File
Exchange Commission (‘‘Commission’’)
Number SR–NASDAQ–2007–096. This
the proposed rule change as described
file number should be included on the
in Items I, II, and III below, which Items
subject line if e-mail is used. To help the have been substantially prepared by
Commission process and review your
Nasdaq. The Commission is publishing
comments more efficiently, please use
this notice to solicit comments on the
only one method. The Commission will proposed rule change from interested
post all comments on the Commission’s persons.
Internet Web site (https://www.sec.gov/
I. Self-Regulatory Organization’s
rules/sro.shtml). Copies of the
Statement of the Terms of Substance of
submission, all subsequent
the Proposed Rule Change
amendments, all written statements
Nasdaq proposes to make permanent
with respect to the proposed rule
the pilot program that allows market
change that are filed with the
makers and Electronic Communications
Commission, and all written
Networks (‘‘ECNs’’) to obtain
communications relating to the
supplemental market participant
proposed rule change between the
identifiers (‘‘MPIDs’’). Nasdaq also
Commission and any person, other than proposes to remove any restrictions on
those that may be withheld from the
the number of MPIDs market
public in accordance with the
participants can request. The text of the
provisions of 5 U.S.C. 552, will be
proposed rule change is available at
available for inspection and copying in
Nasdaq, the Commission’s Public
the Commission’s Public Reference
Reference Room and
Room on official business days between nasdaq.complinet.com.
the hours of 10 a.m. and 3 p.m. Copies
II. Self-Regulatory Organization’s
of such filing also will be available for
Statement of the Purpose of, and
inspection and copying at the principal
Statutory Basis for, the Proposed Rule
office of Nasdaq. All comments received Change
will be posted without change; the
In its filing with the Commission,
Commission does not edit personal
Nasdaq included statements concerning
identifying information from
the purpose of, and basis, for the
submissions. You should submit only
proposed rule change. The text of these
information that you wish to make
statements may be examined at the
available publicly. All submissions
places specified in Item IV below.
should refer to File Number SR–
Nasdaq has prepared summaries, set
NASDAQ–2007–096 and should be
forth in Sections A, B, and C below, of
submitted on or before February 22,
the most significant aspects of such
2008.
statements.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.7
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8–1832 Filed 1–31–08; 8:45 am]
BILLING CODE 8011–01–P
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Nasdaq proposes to make permanent
the pilot program incorporated in
1 15
7 17
CFR 200.30–3(a)(12).
VerDate Aug<31>2005
18:22 Jan 31, 2008
2 17
Jkt 214001
PO 00000
U.S.C. 78s(b)(1).
CFR 240.19b–4.
Frm 00121
Fmt 4703
Sfmt 4703
6229
Nasdaq Rule 4613(a)(2) (‘‘Rule’’) that
allows market makers and ECNs to
obtain supplemental MPIDs. The pilot
inadvertently was permitted to lapse on
November 30, 2006. The Rule has
operated as a temporary pilot since it
was first adopted in June 2003 and
although the pilot lapsed, Nasdaq
continued to apply the procedures set
forth in the Rule and the related
interpretive material.3 The purpose of
providing supplemental MPIDs is to
provide quoting market participants a
better ability to organize and manage
diverse order flows from their customers
and to route orders and quotes to
Nasdaq’s listed trading facilities from
different units/desks. To the extent that
this flexibility provides increased
incentives to provide liquidity to
Nasdaq systems, Nasdaq believes that
all market participants benefit. Because
the Rule has benefited market makers
and ECNs and has not had any negative
impact on the Nasdaq market in the
more than four years that it has been in
place, Nasdaq believes the Rule should
become permanent.
Nasdaq also proposes to remove the
current restriction in the Rule that limits
the number of supplemental MPIDs that
market makers and ECNs can request for
displaying attributable quotes or orders.
In accordance with the pilot program,
market makers and ECNs may be issued
a maximum of nine supplemental
MPIDs. The reason for this restriction
was a technological limitation that
existed at the time the Rule was
adopted, but this limitation no longer
exists. Therefore, Nasdaq proposes to
remove the restriction.
In addition, Nasdaq proposes to
remove IM–4613, which sets forth the
procedures for allocating supplemental
MPIDs. The removal of Nasdaq’s
technological limitation on the number
of MPIDs for a given security makes the
procedures unnecessary.
The decision to remove any
restriction on the number of
supplemental MPIDs must be balanced
against the need to protect the integrity
of the Nasdaq market. Accordingly,
market makers and ECNs would be
prohibited from using a supplemental
MPID to accomplish indirectly what
they are prohibited from doing directly
through a single MPID. For example,
members would not be permitted to use
a supplemental MPID to avoid their
Manning obligations under IM–2110–2,
best execution obligations under Nasdaq
Rule 2320, or their obligations under the
3 See Securities Exchange Act Release No. 47954
(May 30, 2003), 68 FR 34017 (June 6, 2003). See also
IM–4613—Procedures for Allocation of Second
Displayable MPIDs.
E:\FR\FM\01FEN1.SGM
01FEN1
]]>Agencies
[Federal Register Volume 73, Number 22 (Friday, February 1, 2008)]
[Notices]
[Pages 6228-6229]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-1832]
[[Page 6228]]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-57214; File No. SR-NASDAQ-2007-096]
Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing of Proposed Rule Change To Modify the Allocation of
the Maximum Time an Adjudicatory Body May Grant a Company To Regain
Compliance With the Listing Requirements Without Modifying the Maximum
Time Available Under Nasdaq Rule 4802
January 28, 2008.
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 3, 2007, 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. 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.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Nasdaq proposes to modify the allocation of the maximum time an
adjudicatory body may grant a company to regain compliance with the
listing requirements. Nasdaq will implement the proposed rule
immediately upon approval.
The text of the proposed rule change appears below. Proposed new
language is italicized and proposed deletions are in brackets.\3\
---------------------------------------------------------------------------
\3\ Changes are marked to the rule text that appears in the
electronic manual of Nasdaq found at https://nasdaq.complinet.com.
---------------------------------------------------------------------------
* * * * *
4802. Purpose and General Provisions
(a) No change.
(b) An issuer may file a written request for an exception to any of
the standards set forth in the Rule 4000 Series at any time during the
pendency of a proceeding under the Rule 4800 Series. A Listing
Qualifications Panel may grant exceptions for a period not to exceed
[the earlier of 90 days from the date of the Panel Decision or] 180
days from the date of the Staff Determination with respect to the
deficiency for which the exception is granted, and the Listing Council
may grant exceptions for a period not to exceed [the earlier of 60 days
from the date of the Listing Council Decision or 180] 360 days from the
date of the [Panel Decision] Staff Determination with respect to the
deficiency for which the exception is granted, in each case where it
deems appropriate.
(c)--(f) No change.
* * * * *
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, Nasdaq 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 III below. Nasdaq 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
Nasdaq proposes to modify provisions in the ``Procedure for Review
of Nasdaq Listing Determinations'' relating to the allocation of the
maximum time an adjudicatory body may grant a company to regain
compliance with the listing requirements (``Exception Period''). This
proposal would not increase the maximum time potentially available
under the rule.
Under the current rules, the Exception Period a Listing
Qualifications Panel (``Panel'') can grant is limited to the lesser of
180 days from the date that Nasdaq staff sends a delisting letter
(``Staff Determination'') or 90 days from the date of the Panel's
decision in the matter. Similarly, the maximum Exception Period that
the Nasdaq Listing and Hearing Review Council (``Listing Council'') can
grant when reviewing a Panel decision is limited to the lesser of 180
days from the date of the Panel decision on review or 60 days from the
date of the Listing Council's decision in the matter. As a result,
while the maximum cumulative exception these bodies can grant is 360
days from the date of the Staff Determination, the actual amount of
time can vary from company to company based on how quickly the company
is scheduled for a hearing and the speed with which the Panel and
Listing Council decisions are prepared.\4\ This variability creates
uncertainty for Nasdaq-listed companies and their investors regarding
the maximum amount of time available under an exception.
---------------------------------------------------------------------------
\4\ These time frames are influenced by factors including the
number of companies in the process at a given time and the
availability of Panel or Listing Council members for the review and
approval of drafts.
---------------------------------------------------------------------------
In order to eliminate these differences and provide certainty to
companies and investors regarding the Nasdaq delisting process, Nasdaq
proposes to modify the computation of the maximum Exception Period such
that the maximum time that a Panel can provide is 180 days from the
date of the Staff Determination and the maximum time that the Listing
Council can provide is 360 days from the date of the Staff
Determination. As such, this proposal will eliminate the competing
deadlines that are based on variable events, such as the amount of time
it takes to schedule a hearing and issue decisions reflecting the Panel
or Listing Council's conclusions. As is presently the case, these
adjudicatory bodies may grant a company a shorter Exception Period, or
no Exception Period at all, based on their analysis of the applicable
facts and circumstances.
2. Statutory Basis
Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\5\ in general, and with Section
6(b)(5) of the Act,\6\ in particular. Nasdaq believes that the proposed
rule change is designed to provide additional transparency to Nasdaq's
process surrounding the review of delisting determinations, thereby
protecting investors and removing an impediment to a free and open
market.
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78f.
\6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
Nasdaq 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. 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:
[[Page 6229]]
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-2007-096 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-2007-096. 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 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-2007-096 and should be submitted on or before
February 22, 2008.
---------------------------------------------------------------------------
\7\ 17 CFR 200.30-3(a)(12).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\7\
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8-1832 Filed 1-31-08; 8:45 am]
BILLING CODE 8011-01-P
