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 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 http://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 (http://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 (http://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]]

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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 http://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 (http://
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 (http://www.sec.gov/
rules/sro.shtml). Copies of the submission, all subsequent amendments, 
all written statements with respect to the proposed rule change that 
are filed with the Commission, and all written communications relating 
to the proposed rule change between the Commission and any person, 
other than those that may be withheld from the public in accordance 
with the provisions of 5 U.S.C. 552, will be available for inspection 
and copying in the Commission's Public Reference Room 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