Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to Listed Company Manual Section 806.01 (Change of Specialist Unit Upon Request of Company), 6755-6757 [E8-1999]
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Federal Register / Vol. 73, No. 24 / Tuesday, February 5, 2008 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–57223; File No. SR–NYSE–
2007–110]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Order
Granting Approval of a Proposed Rule
Change as Modified by Amendment
No. 1 Thereto To Amend Listing Fees
for Structured Products, Short-Term
Securities, and Debt Securities
rmajette on PROD1PC64 with NOTICES
January 29, 2008.
On November 28, 2007, New York
Stock Exchange, LLC (the ‘‘NYSE’’ or
the ‘‘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
amend listing fees for structured
products, short-term securities, and debt
securities. On December 17, 2007, NYSE
filed Amendment No. 1 to the proposed
rule change. The Commission published
the proposed rule change for comment
in the Federal Register on December 27,
2007.3 The Commission received no
comments on the proposed rule change.
This order approves the proposed rule
change.
The Exchange’s proposal would
amend Section 902 of the Listed
Company Manual to alter the
Exchange’s listing fees applicable to
structured products, short-term
securities, and debt securities. The
proposal would not amend the listing
fees applicable to equity securities of
operating companies.
Annual fees for structured products
(Section 902.05) and short-term
securities (Section 902.06) are currently
a minimum of $5,000 per year. Under
the proposal, the Exchange would
charge a supplement to the 2008 Annual
Fees for the period from February 1,
2008, until year end. An issuer that
would pay less than $15,000 in Annual
Fees for 2008 would be required to pay
a supplemental amount equal to the
difference between its Annual Fee and
$15,000. For 2009 and thereafter, the
Exchange would increase the minimum
annual fee to $15,000. Annual fees
would not be increased for short-term
warrants to purchase equity securities
(which would continue to be subject to
a $5,000 minimum annual fee) and such
warrants would not be subject to the
supplemental payment for 2008.
1 15
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 See Securities Exchange Act Release No. 56984
(December 18, 2007), 72 FR 73392.
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15:34 Feb 04, 2008
Jkt 214001
The Exchange currently applies the
debt securities fee schedule set forth in
Section 902.08 to securities listed under
Section 703.19 and traded on NYSE
Bonds. The proposed rule change would
amend Section 902.08 to impose a flat
initial listing fee of $15,000 on all
structured products (including shortterm securities) listed under Section
703.19 and traded on NYSE Bonds.
Currently, NYSE-listed companies and
their affiliates pay no fees on structured
products that trade on NYSE Bonds; the
new proposed $15,000 initial listing fee
would apply to all structured products
listed on NYSE Bonds going forward.
Section 902.08 would also be amended
to impose a $15,000 initial listing fee on
securities listed under the debt standard
of Section 102.03 in place of the current
fees. Debt listed under Section 102.03 of
NYSE equity issuers and affiliated
companies and of issuers exempt from
registration under the Exchange Act
would continue to be exempt from
listing fees.
The Commission finds that the
proposed rule change is consistent with
the requirements of the Act and the
rules and regulations thereunder
applicable to a national securities
exchange.4 In particular, the
Commission finds that the proposed
rule change is consistent with Section
6(b)(5) of the Act,5 which requires that
an exchange have rules designed, among
other things, 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. The Commission also
finds that the proposal is consistent
with Section 6(b)(4) of the Act,6 which
requires the equitable allocation of
reasonable dues, fees, and other charges
among the Exchange’s members and
issuers and other persons using its
facilities. The Commission notes that no
comments were filed in this matter.
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,7 that the
proposed rule change (SR–NYSE–2007–
110), as modified by Amendment No. 1,
be, and it hereby is, approved.
4 In approving this rule change, the Commission
notes that it has considered the proposed rule’s
impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
5 15 U.S.C. 78f(b)(5).
6 15 U.S.C. 78f(b)(4).
7 15 U.S.C. 78s(b)(2).
8 17 CFR 200.30–3(a)(12).
PO 00000
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6755
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.8
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8–1968 Filed 2–4–08; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–57232; File No. SR–NYSE–
2008–08]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
a Proposed Rule Change Relating to
Listed Company Manual Section
806.01 (Change of Specialist Unit Upon
Request of Company)
January 30, 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 January
22, 2008, the New York Stock Exchange
LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with
the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I and II below, which Items have
been substantially prepared by the
Exchange. The Exchange has designated
the proposed rule change as ‘‘noncontroversial’’ under Section
19(b)(3)(A)(iii)3 of the Act 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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange is proposing to amend
Listed Company Manual Section 806.01
to eliminate the mediation procedure
required when a listed company
requests a change of its specialist firm.
The text of the proposed rule changes
is available on the Exchange’s Web site
(https://www.nyse.com), at the
Exchange’s Office of the Secretary, and
at the Commission’s Public Reference
Room.
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(iii).
4 17 CFR 240.19b–4(f)(6).
2 17
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6756
Federal Register / Vol. 73, No. 24 / Tuesday, February 5, 2008 / Notices
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
concerning the purpose of and basis for
the proposed rule change. The text of
these statements may be examined at
the places specified in Item IV below.
NYSE 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
Through this filing, the NYSE seeks to
amend Listed Company Manual Section
806.01 to eliminate the mediation
procedure required when a listed
company requests a change of its
specialist firm.
Current Operation of Section 806.01
Listed Company Manual Section
806.01 currently provides that a listed
company (or issuer) must file written
notice with the Corporate Secretary of
the Exchange in order to request a
change of the specialist firm assigned to
trade its security.5 The NYSE currently
notifies the subject specialist firm that a
Change of Specialist Mediation will
commence, and a copy of the issuer’s
written notice is provided to the
specialist firm.6 The specialist firm then
has two weeks from receipt of the notice
of the listed company’s request to
submit a written response to the
Exchange’s Corporate Secretary.7 The
Corporate Secretary provides copies of
the listed company’s notice and any
response submitted by the specialist
firm to the Exchange’s New Listings &
Client Service Division and to the
Regulatory Group.8 The Regulatory
Group reviews the notice from the listed
company and any specialist response to
consider any regulatory issues.9
rmajette on PROD1PC64 with NOTICES
5 Listed
Company Manual Section 806.01(a).
6 Listed Company Manual Section 806.01(b).
7 Listed Company Manual Section 806.01(b).
8 Listed Company Manual Sections 806.01(a) and
(b).
9 Listed Company Manual Section 806.01(c)
provides that the Regulatory Group may refer the
matter for review by the Regulatory Oversight
Committee. In the event of review by the Regulatory
Oversight Committee, no change of specialist firm
may occur until the Regulatory Oversight
Committee makes its final determination. See id. In
February 2006, after NYSE’s business combination
with Archipelago Holdings, Inc., the Exchange’s
Regulatory Group was incorporated as a separate
not-for-profit entity, NYSE Regulation, Inc., with an
independent board of directors. See Securities
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15:34 Feb 04, 2008
Jkt 214001
Concurrent with the regulatory
review, the Exchange facilitates a
mediation of the issues that have arisen
between the listed company and the
specialist firm by appointing a
committee of senior members of the
Exchange’s constituency, including at
least one floor broker representative
from the Exchange’s Board of Executives
(‘‘BOE’’), one BOE investor
representative, and one BOE listed
company representative.10 The
Committee meets with both the listed
company and the specialist firm to
mediate the matters indicated in the
listed company’s notice.11 During the
mediation process, the listed company
may file with the Exchange’s Corporate
Secretary its desire to remain with the
specialist firm and conclude the
mediation.12
If the issues have not been resolved
within three months after the Specialist
Response Date, the listed company may
file written notice signed by the
company’s chief executive officer that it
wishes to proceed with the change of its
specialist firm.13 Once the listed
company confirms its request to change
its specialist firm after the mediation
period, the security will be put up for
reallocation as soon as practicable, in
accordance with Exchange Rule 103B.14
Proposed Changes to Mediation Process
The Exchange seeks to simplify the
existing procedures for reallocating
securities based upon the request of the
listed company by eliminating the
mediation process contained in Section
806.01 as described above.
NYSE proposes to amend Section
806.01 to permit a listed company that
seeks to change the specialist firm
responsible for making a market in its
security to simply file a written notice
Exchange Act Release No. 53382 (February 27,
2006), 71 FR 11251 (March 6, 2006) (SR–NYSE–05–
77). Pursuant thereto, the oversight functions
performed by the Regulatory Oversight Committee
are now vested in the Board of Directors of NYSE
Regulation, Inc. (‘‘NYSER Board of Directors’’). See
id.
10 Listed Company Manual Section 806.01(c) and
(d). Pursuant to the NYSE’s business combination
with Archipelago Holdings, Inc., the BOE was
dissolved. Duties previously assigned to the BOE
were generally assumed by the Executive Floor
Governors. See Securities Exchange Act Release No.
53382 (February 27, 2006), 71 FR 11251 (March 6,
2006) (SR–NYSE–05–77).
11 Listed Company Manual Sections 806.01(d)
and (e).
12 Listed Company Manual Section 806.01(f).
13 Listed Company Manual Section 806.01(g). The
specialist firm has two weeks from receipt of the
notice of the listed company’s request to change
firms to submit a written response to the Exchange’s
Corporate Secretary. See Listed Company Manual
Section 806.01(b). The last day of that two-week
period is referred to as the ‘‘Specialist Response
Date.’’ See id.
14 Listed Company Manual Section 806.01(g).
PO 00000
Frm 00067
Fmt 4703
Sfmt 4703
with the Exchange’s Corporate Secretary
requesting the change. The notice
should include the reasons for the
change. The Exchange’s Corporate
Secretary will provide copies of the
notice to NYSE Regulation, Inc.
(‘‘NYSER’’) and the Exchange’s Global
Corporate Client Group. Upon receipt of
the notice, the Exchange would proceed
to reallocate the security in accordance
with the procedures of Exchange Rule
103B.
The proposed amendment would
retain the mechanism for NYSER to
review such requests or refer the matter
for consideration of the relevant
regulatory issues to the NYSER Board of
Directors. NYSE also proposes to amend
Section 806.01 to reflect the current
structure of NYSER.
The Exchange believes that the
management of the business
relationship between a specialist firm
and its listed company is more
appropriately left to direct
communications between the specialist
firm and the listed company. Currently,
specialist firms maintain corporate
relations groups that serve to provide
listed companies with information and
act as liaisons between the listed
company and the specialist firm. Listed
company concerns are usually first
raised with the specialist firms in this
forum. Once the listed company has
taken the affirmative step to formally
request reallocation, it is clear that
further mediation will not be
productive. The Exchange therefore
seeks to promote a more efficient
administration of the NYSE reallocation
process by allowing the listed
companies to proceed directly to
reallocation without a required
intervention period by the Exchange.
Finally, within Section 806.01, the
Exchange seeks to change the word
‘‘unit,’’ as it relates to specialist
corporate entities, to the word ‘‘firm.’’15
The Exchange believes that the word
‘‘firm’’ more accurately describes the
specialist corporate entity.
2. Statutory Basis
The Exchange believes that the basis
under the Act for this proposed rule
change is the requirement under Section
6(b)(5)16 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
15 For other Sections of the Listed Company
Manual, the Exchange will change references to
specialist ‘‘units’’ as those Sections are updated.
16 15 U.S.C. 78f(b)(5).
E:\FR\FM\05FEN1.SGM
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Federal Register / Vol. 73, No. 24 / Tuesday, February 5, 2008 / Notices
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 would 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
IV. Solicitation of Comments
The Exchange has neither solicited
nor received written comments on the
proposed rule change.
rmajette on PROD1PC64 with NOTICES
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the proposed rule change
does not: (i) Significantly affect the
protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days after the date of
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 Act17 and
subparagraph (f)(6) of Rule 19b–4
thereunder.18
A proposed rule change filed under
19b–4(f)(6) normally may not become
operative prior to 30 days after the date
of filing.19 However, Rule 19b–
4(f)(6)(iii)20 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 satisfied the five-day
prefiling requirement.21 In addition, the
Exchange has requested that the
Commission waive the 30-day preoperative delay and designate the
proposed rule change to become
operative upon filing.
The Commission believes that
waiving the 30-day operative delay is
consistent with the protection of
investors and the public interest
because it would allow the Exchange to
immediately implement this proposal
and would simplify the existing
procedures for reallocating securities
based upon the request of the listed
company by eliminating the mediation
process contained in Section 806.01.
The Commission designates the
17 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
19 17 CFR 240.19b–4(f)(6)(iii).
20 Id.
21 Id.
18 17
VerDate Aug<31>2005
15:34 Feb 04, 2008
proposal to become effective and
operative upon filing.22
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 the furtherance of the
purposes of the Act.
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 rulecomments@sec.gov. Please include File
Number SR–NYSE–2008–08 on the
subject line.
• 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–2008–08. 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 NYSE. All comments received
PO 00000
Frm 00068
Fmt 4703
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–
2008–08 and should be submitted on or
before February 26, 2008.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.23
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8–1999 Filed 2–4–08; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–57220; File No. SR–
NYSEArca–2008–08]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of Proposed
Rule Change Pertaining to the
Imposition of Fines for Minor Rule
Violations
January 29, 2008.
Paper Comments
22 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
impact of the proposed rule on efficiency,
competition, and capital formation. 15 U.S.C. 78c(f).
Jkt 214001
6757
Sfmt 4703
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 January
18, 2008, NYSE Arca, Inc. (‘‘NYSE
Arca’’ 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
prepared substantially by the Exchange.
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
NYSE Arca Rule 6.24, ‘‘Exercise of
Option Contracts,’’ and NYSE Arca Rule
10.12, ‘‘Minor Rule Plan.’’ The text of
the proposed rule change is available on
the Exchange’s Web site (https://
www.nyse.com), at the Exchange’s
principal office, 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
Exchange included statements
23 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
E:\FR\FM\05FEN1.SGM
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]]>Agencies
[Federal Register Volume 73, Number 24 (Tuesday, February 5, 2008)]
[Notices]
[Pages 6755-6757]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-1999]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-57232; File No. SR-NYSE-2008-08]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
Relating to Listed Company Manual Section 806.01 (Change of Specialist
Unit Upon Request of Company)
January 30, 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 January 22, 2008, the New York Stock Exchange LLC (``NYSE'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been substantially prepared by the Exchange.
The Exchange has designated the proposed rule change as ``non-
controversial'' under Section 19(b)(3)(A)(iii)\3\ of the Act 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)(iii).
\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 is proposing to amend Listed Company Manual Section
806.01 to eliminate the mediation procedure required when a listed
company requests a change of its specialist firm.
The text of the proposed rule changes is available on the
Exchange's Web site (https://www.nyse.com), at the Exchange's Office of
the Secretary, and at the Commission's Public Reference Room.
[[Page 6756]]
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
concerning the purpose of and basis for the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. NYSE 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
Through this filing, the NYSE seeks to amend Listed Company Manual
Section 806.01 to eliminate the mediation procedure required when a
listed company requests a change of its specialist firm.
Current Operation of Section 806.01
Listed Company Manual Section 806.01 currently provides that a
listed company (or issuer) must file written notice with the Corporate
Secretary of the Exchange in order to request a change of the
specialist firm assigned to trade its security.\5\ The NYSE currently
notifies the subject specialist firm that a Change of Specialist
Mediation will commence, and a copy of the issuer's written notice is
provided to the specialist firm.\6\ The specialist firm then has two
weeks from receipt of the notice of the listed company's request to
submit a written response to the Exchange's Corporate Secretary.\7\ The
Corporate Secretary provides copies of the listed company's notice and
any response submitted by the specialist firm to the Exchange's New
Listings & Client Service Division and to the Regulatory Group.\8\ The
Regulatory Group reviews the notice from the listed company and any
specialist response to consider any regulatory issues.\9\
---------------------------------------------------------------------------
\5\ Listed Company Manual Section 806.01(a).
\6\ Listed Company Manual Section 806.01(b).
\7\ Listed Company Manual Section 806.01(b).
\8\ Listed Company Manual Sections 806.01(a) and (b).
\9\ Listed Company Manual Section 806.01(c) provides that the
Regulatory Group may refer the matter for review by the Regulatory
Oversight Committee. In the event of review by the Regulatory
Oversight Committee, no change of specialist firm may occur until
the Regulatory Oversight Committee makes its final determination.
See id. In February 2006, after NYSE's business combination with
Archipelago Holdings, Inc., the Exchange's Regulatory Group was
incorporated as a separate not-for-profit entity, NYSE Regulation,
Inc., with an independent board of directors. See Securities
Exchange Act Release No. 53382 (February 27, 2006), 71 FR 11251
(March 6, 2006) (SR-NYSE-05-77). Pursuant thereto, the oversight
functions performed by the Regulatory Oversight Committee are now
vested in the Board of Directors of NYSE Regulation, Inc. (``NYSER
Board of Directors''). See id.
---------------------------------------------------------------------------
Concurrent with the regulatory review, the Exchange facilitates a
mediation of the issues that have arisen between the listed company and
the specialist firm by appointing a committee of senior members of the
Exchange's constituency, including at least one floor broker
representative from the Exchange's Board of Executives (``BOE''), one
BOE investor representative, and one BOE listed company
representative.\10\ The Committee meets with both the listed company
and the specialist firm to mediate the matters indicated in the listed
company's notice.\11\ During the mediation process, the listed company
may file with the Exchange's Corporate Secretary its desire to remain
with the specialist firm and conclude the mediation.\12\
---------------------------------------------------------------------------
\10\ Listed Company Manual Section 806.01(c) and (d). Pursuant
to the NYSE's business combination with Archipelago Holdings, Inc.,
the BOE was dissolved. Duties previously assigned to the BOE were
generally assumed by the Executive Floor Governors. See Securities
Exchange Act Release No. 53382 (February 27, 2006), 71 FR 11251
(March 6, 2006) (SR-NYSE-05-77).
\11\ Listed Company Manual Sections 806.01(d) and (e).
\12\ Listed Company Manual Section 806.01(f).
---------------------------------------------------------------------------
If the issues have not been resolved within three months after the
Specialist Response Date, the listed company may file written notice
signed by the company's chief executive officer that it wishes to
proceed with the change of its specialist firm.\13\ Once the listed
company confirms its request to change its specialist firm after the
mediation period, the security will be put up for reallocation as soon
as practicable, in accordance with Exchange Rule 103B.\14\
---------------------------------------------------------------------------
\13\ Listed Company Manual Section 806.01(g). The specialist
firm has two weeks from receipt of the notice of the listed
company's request to change firms to submit a written response to
the Exchange's Corporate Secretary. See Listed Company Manual
Section 806.01(b). The last day of that two-week period is referred
to as the ``Specialist Response Date.'' See id.
\14\ Listed Company Manual Section 806.01(g).
---------------------------------------------------------------------------
Proposed Changes to Mediation Process
The Exchange seeks to simplify the existing procedures for
reallocating securities based upon the request of the listed company by
eliminating the mediation process contained in Section 806.01 as
described above.
NYSE proposes to amend Section 806.01 to permit a listed company
that seeks to change the specialist firm responsible for making a
market in its security to simply file a written notice with the
Exchange's Corporate Secretary requesting the change. The notice should
include the reasons for the change. The Exchange's Corporate Secretary
will provide copies of the notice to NYSE Regulation, Inc. (``NYSER'')
and the Exchange's Global Corporate Client Group. Upon receipt of the
notice, the Exchange would proceed to reallocate the security in
accordance with the procedures of Exchange Rule 103B.
The proposed amendment would retain the mechanism for NYSER to
review such requests or refer the matter for consideration of the
relevant regulatory issues to the NYSER Board of Directors. NYSE also
proposes to amend Section 806.01 to reflect the current structure of
NYSER.
The Exchange believes that the management of the business
relationship between a specialist firm and its listed company is more
appropriately left to direct communications between the specialist firm
and the listed company. Currently, specialist firms maintain corporate
relations groups that serve to provide listed companies with
information and act as liaisons between the listed company and the
specialist firm. Listed company concerns are usually first raised with
the specialist firms in this forum. Once the listed company has taken
the affirmative step to formally request reallocation, it is clear that
further mediation will not be productive. The Exchange therefore seeks
to promote a more efficient administration of the NYSE reallocation
process by allowing the listed companies to proceed directly to
reallocation without a required intervention period by the Exchange.
Finally, within Section 806.01, the Exchange seeks to change the
word ``unit,'' as it relates to specialist corporate entities, to the
word ``firm.''\15\ The Exchange believes that the word ``firm'' more
accurately describes the specialist corporate entity.
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\15\ For other Sections of the Listed Company Manual, the
Exchange will change references to specialist ``units'' as those
Sections are updated.
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2. Statutory Basis
The Exchange believes that the basis under the Act for this
proposed rule change is the requirement under Section 6(b)(5)\16\ 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
[[Page 6757]]
general, to protect investors and the public interest.
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\16\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change would
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 proposed rule change does not: (i) Significantly affect
the protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) become operative for 30
days after the date of 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\17\ and subparagraph (f)(6) of Rule
19b-4 thereunder.\18\
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\17\ 15 U.S.C. 78s(b)(3)(A).
\18\ 17 CFR 240.19b-4(f)(6).
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A proposed rule change filed under 19b-4(f)(6) normally may not
become operative prior to 30 days after the date of filing.\19\
However, Rule 19b-4(f)(6)(iii)\20\ 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 satisfied the five-
day prefiling requirement.\21\ In addition, the Exchange has requested
that the Commission waive the 30-day pre-operative delay and designate
the proposed rule change to become operative upon filing.
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\19\ 17 CFR 240.19b-4(f)(6)(iii).
\20\ Id.
\21\ Id.
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The Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest
because it would allow the Exchange to immediately implement this
proposal and would simplify the existing procedures for reallocating
securities based upon the request of the listed company by eliminating
the mediation process contained in Section 806.01. The Commission
designates the proposal to become effective and operative upon
filing.\22\
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\22\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the impact of the proposed rule 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 the furtherance of the purposes of the Act.
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-NYSE-2008-08 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-2008-08. 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 NYSE.
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-2008-08
and should be submitted on or before February 26, 2008.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
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\23\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8-1999 Filed 2-4-08; 8:45 am]
BILLING CODE 8011-01-P
