Self-Regulatory Organizations; the NASDAQ Stock Market, LLC; Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto to Accept Financial Statements Prepared in Accordance with International Financial Reporting Standards, as Issued by the International Accounting Standards Board, for Certain Foreign Private Issuers, 8084-8086 [E8-2567]

Download as PDF 8084 Federal Register / Vol. 73, No. 29 / Tuesday, February 12, 2008 / Notices percentage was not adequately addressing the particular event. Any GCF Repo net short settlement amount that exceeded the GCF Repo Event Parameter would be subject to a ‘‘GCF Repo Event Clearing Fund Premium’’ and a ‘‘GCF Repo Event Carry Charge.’’16 FICC would set 12% as the minimum percentage on which the GCF Repo Event Clearing Fund Premium would be based and 50 basis points as the minimum on which the GCF Repo Event Carry Charge would be based, and would have the discretion to increase these amounts during a GCF Repo Event if FICC believed that the minimums were not adequately addressing the particular GCF Repo Event. FICC would retain the right to waive imposition of the GCF Repo Event Clearing Fund Premium and the GCF Repo Event Carry Charge if FICC determined, based on monitoring against the GCF Repo Event Parameters, that these measures were not necessary to protect FICC and its members. 4. Statutory Basis B. Self-Regulatory Organization’s Statement on Burden on Competition mstockstill on PROD1PC66 with NOTICES FICC does not believe that the proposed rule change would have any impact or impose any burden on competition. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Within thirty-five 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 ninety 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 self-regulatory organization 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. Jkt 214001 Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change, as amended, 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–FICC–2007–08 on the subject line. Paper Comments 16 For example, assume that FICC has declared a GCF Repo Event, and on the day of implementation of the protective measures, Dealer A’s average net short settlement amount is $1 billion. This means that Dealer A’s GCF Repo Event Parameter is $1.4 billion. On the day of implementation of the protective measures, Dealer A’s net settlement amount is $1.9 billion, so the measures will be applied to $500 million (i.e., $1.9 billion minus $1.4 billion). If the percentage for the GCF Repo Event Collateral Premium is 12 percent and the GCF Repo Event Carry Charge is 50 basis points, Dealer A will pay a GCF Repo Event Clearing Fund Premium of $60 million and a GCF Repo Event Carry Charge of $6,944.44 on the day of implementation. On each succeeding day that the GCF Repo Event remains in effect, FICC will reevaluate, Dealer A’s net settlement position. 17 15 U.S.C. 78q–1. 17:46 Feb 11, 2008 Written comments have not been solicited with respect to the proposed rule change, and none have been received. FICC will notify the Commission of any written comments it receives. IV. Solicitation of Comments FICC believes that the proposed rule change is consistent with the requirements of Section 17A of the Act 17 and the rules and regulations thereunder applicable to FICC because it should allow GCF Repo participants to expand their use of the GCF Repo service to include GCF Repos done with dealers that clear at a different clearing bank in a manner that will support the prompt and accurate clearance and settlement of securities transactions. VerDate Aug<31>2005 C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others • 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–FICC–2007–08. 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 PO 00000 Frm 00055 Fmt 4703 Sfmt 4703 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 Section, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 am and 3 pm. Copies of such filing also will be available for inspection and copying at the principal office of FICC and on FICC’s Web site at https://www.ficc.com/ gov/gov.docs.jsp?NS-query. 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–FICC–2007–08 and should be submitted on or before March 4, 2008. For the Commission by the Division of Trading and Markets, pursuant to delegated authority.18 Florence E. Harmon, Deputy Secretary. [FR Doc. E8–2471 Filed 2–11–08; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–57290; File No. SR– NASDAQ–2007–090] Self-Regulatory Organizations; the NASDAQ Stock Market, LLC; Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto to Accept Financial Statements Prepared in Accordance with International Financial Reporting Standards, as Issued by the International Accounting Standards Board, for Certain Foreign Private Issuers February 7, 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 November 16, 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 prepared by Nasdaq. Nasdaq filed Amendment No. 1 to the proposed rule 18 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 E:\FR\FM\12FEN1.SGM 12FEN1 Federal Register / Vol. 73, No. 29 / Tuesday, February 12, 2008 / Notices change on February 6, 2008. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. mstockstill on PROD1PC66 with NOTICES I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change Nasdaq proposes to determine compliance with its listing standards based on financial statements prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, for companies that are permitted to file financial statements using those standards with the Commission. The text of the proposed rule change is below. Proposed new language is italicized; proposed deletions are in brackets.3 * * * * * 4320. Listing Requirements for NonCanadian Foreign Securities and American Depositary Receipts To qualify for listing on Nasdaq, a security of a non-Canadian foreign issuer, an American Depositary Receipt (ADR) or similar security issued in respect of a security of a foreign issuer shall satisfy the requirements of paragraphs (a), (b), and (e) of this Rule. Issuers that meet these requirements, but that are not listed on the Nasdaq Global Market, are listed on the Nasdaq Capital Market. (a)–(d) No change. (e) In addition to the requirements contained in paragraphs (a) and (b), the security shall satisfy the criteria set out in this subsection for listing on Nasdaq. In the case of ADRs, the underlying security will be considered when determining the ADR’s qualification for initial or continued listing on Nasdaq. (1) No change. (2) (A)–(B) No change. (C) An issuer’s qualifications will be determined on the basis of financial statements that are either: (i) Prepared in accordance with U.S. generally accepted accounting principles; or (ii) [those accompanied by detailed schedules quantifying the differences between] reconciled to U.S. generally accepted accounting principles as required by the Commission’s rules [and those of the issuer’s country of domicile]; or (iii) prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards 3 Changes are marked to the rule text that appears in the electronic manual of Nasdaq found at https://nasdaq.complinet.com. VerDate Aug<31>2005 17:46 Feb 11, 2008 Jkt 214001 Board, for companies that are permitted to file financial statements using those standards consistent with the Commission’s rules. (D)–(E) No change. (3)–(26) No change. (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 IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change 1. Purpose Under current Commission rules, a foreign private issuer 4 that files financial statements with the Commission that are prepared on a basis other than U.S. generally accepted accounting principals (‘‘U.S. GAAP’’) is required to include a reconciliation to U.S. GAAP. Similarly, Nasdaq’s rules require a foreign private issuer to evidence compliance with the listing standards based on financial measures prepared in accordance with U.S. GAAP or reconciled to U.S. GAAP.5 The Commission has recently approved a rule change to eliminate the requirement for a U.S. GAAP reconciliation for foreign private issuers that file financial statements prepared in accordance with International Financial Reporting Standards (‘‘IFRS’’), as issued by the International Accounting Standards Board (‘‘IASB’’).6 These 4 A ‘‘foreign private issuer’’ is an issuer, other than a foreign government, that is incorporated in a foreign country and either: (i) Has a majority of its voting securities held other than by United States residents, or (ii) a majority of its executives are not United States citizens/residents, a majority of its assets are located outside of the United States and its business is principally administered outside the United States. See Securities Exchange Act Rule 3b–4(c), 17 CFR 240.3b–4(c). 5 Nasdaq Rule 4320(e)(2)(C). 6 See Securities Exchange Act Release No. 57026 (December 21, 2007), 73 FR 986 (January 4, 2008) (the ‘‘IFRS/IASB Adopting Release’’). See also Securities Exchange Act Release No. 55998 (July 2, 2007), 72 FR 37962 (July 11, 2007) (the ‘‘IFRS/IASB Proposing Release’’). The Commission is also considering whether to allow U.S. issuers to satisfy PO 00000 Frm 00056 Fmt 4703 Sfmt 4703 8085 changes apply only to foreign private issuers that file on Form 20–F, regardless of whether the issuer complies with IFRS as issued by the IASB voluntarily or in accordance with the requirements of the issuer’s home country regulator or the exchange on which its securities are listed.7 A foreign private issuer will continue to be required to provide a reconciliation to U.S. GAAP if its financial statements include deviations from IFRS as issued by the IASB, if it does not state unreservedly and explicitly that its financial statements are in compliance with IFRS as issued by the IASB, if the auditor does not opine on compliance with IFRS as issued by the IASB, or if the auditor’s report contains any qualification relating to compliance with IFRS as issued by the IASB.8 The Commission’s rules are applicable to annual financial statements for financial years ending after November 15, 2007, and to interim periods within those years, that are contained in filings made after March 4, 2008.9 To allow foreign private issuers to take full advantage of this development, Nasdaq proposes changes to allow such issuers to evidence compliance with Nasdaq’s listing requirements on the same basis as permitted by the Commission. Nasdaq believes that requiring companies to provide a U.S. GAAP reconciliation in order to obtain and maintain a listing on Nasdaq when they are no longer required to do so under Commission rules may result in issuers choosing not to list in the U.S. and so deny U.S. investors the ability to easily invest in such issuers. The proposed rule change would be compatible with the Commission’s stated goal ‘‘to facilitate cross-border capital formation while ensuring adequate disclosure for the protection of investors and the their reporting requirements through the provision of financial statements prepared in accordance with IFRS instead of U.S. GAAP. See Securities Exchange Act Release No. 56217 (August 7, 2007), 72 FR 45600 (August 14, 2007). This proposed Nasdaq rule change would be applicable only to foreign private issuers and would not apply to domestic U.S. companies. 7 IFRS/IASB Adopting Release at 992. 8 Id. at 993. A foreign private issuer using a jurisdictional or other variation of IFRS will be able to rely on the amendments if that issuer also is able to state compliance with both IFRS as issued by the IASB and a jurisdictional variation of IFRS (and does so state), and its auditor opines that the financial statements comply with both IFRS as issued by the IASB and the jurisdictional variation, as long as the statement relating to the former is unreserved and explicit. Id. 9 Id. at 994. E:\FR\FM\12FEN1.SGM 12FEN1 8086 Federal Register / Vol. 73, No. 29 / Tuesday, February 12, 2008 / Notices promotion of fair, orderly and efficient markets.’’ 10 2. Statutory Basis Nasdaq believes that the proposed rule change is consistent with the provisions of section 6 of the Act,11 in general, and with section 6(b)(5) of the Act,12 in particular. Section 6(b)(5) requires that an exchange’s rules be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest. Nasdaq believes that the proposed rule change is consistent with these requirements in that modifying the U.S. GAAP reconciliation requirements will ease the burden of compliance on foreign private issuers, in a manner consistent with proposed changes to the federal securities laws, and will not adversely affect investors. B. Self-Regulatory Organization’s Statement on Burden on Competition Nasdaq does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization’s Statement on Comments on the Proposed Rule Change Received From Members, Participants or Others Written comments were neither solicited nor received. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action 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 self-regulatory organization 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 mstockstill on PROD1PC66 with NOTICES Interested persons are invited to submit written data, views, and 10 See the IFRS/IASB Proposing Release at 37965. See also IFRS/IASB Adopting Release at 1006 (noting that moving towards a single set of globally accepted accounting standards will have positive effects on investors). 11 15 U.S.C. 78f. 12 15 U.S.C. 78f(b)(5). VerDate Aug<31>2005 17:46 Feb 11, 2008 Jkt 214001 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: Florence E. Harmon, Deputy Secretary. [FR Doc. E8–2567 Filed 2–11–08; 8:45 am] BILLING CODE 8011–01–P 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–2007–090 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–2007–090. 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, 100 F Street, NE., Washington, DC 20549, 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–2007–090 and should be submitted on or before March 4, 2008. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.13 13 17 PO 00000 CFR 200.30–3(a)(12). Frm 00057 Fmt 4703 Sfmt 4703 SECURITIES AND EXCHANGE COMMISSION [Release No. 34–57278; File No. SR–FINRA– 2007–010] Self-Regulatory Organizations: Financial Industry Regulatory Authority, Inc.; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of Proposed Rule Change as Modified by Amendment No. 1 To Amend an Exemption to NASD Rule 1050 and NYSE Rule Interpretation 344/02 for Certain Research Analysts Employed By a Member’s Foreign Affiliate Who Contribute to the Preparation of a Member’s Research Report February 6, 2008. I. Introduction On September 12, 2007, the Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) a proposed rule change pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder.2 Notice of the proposal was published for comment in the Federal Register on September 26, 2007.3 The Commission received two comment letters in response to the proposed rule change.4 On January 16, 2008, FINRA filed Amendment No. 1 to the proposed rule change to make certain modifications to the original rule filing. This order provides notice of the proposed rule change, as modified by Amendment No. 1, and approves the proposed rule change as amended on an accelerated basis. II. Description On September 12, 2007, FINRA filed with the Commission a proposed rule change to amend an exemption to NASD Rule 1050 and New York Stock 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 Securities Exchange Act Release No. 56481 (September 20, 2007), 72 FR 54700 (September 26, 2007). 4 Securities Industry and Financial Markets Association (‘‘SIFMA’’) letter dated October 17, 2007; and WilmerHale (‘‘WilmerHale’’) letter dated October 19, 2007 on behalf of Credit Suisse Securities (USA), LLC; Goldman, Sachs & Co.; J.P. Morgan Securities Inc.; Lehman Brothers Inc.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; and UBS Securities LLC. 2 17 E:\FR\FM\12FEN1.SGM 12FEN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 73, Number 29 (Tuesday, February 12, 2008)]
[Notices]
[Pages 8084-8086]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-2567]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57290; File No. SR-NASDAQ-2007-090]


Self-Regulatory Organizations; the NASDAQ Stock Market, LLC; 
Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto to 
Accept Financial Statements Prepared in Accordance with International 
Financial Reporting Standards, as Issued by the International 
Accounting Standards Board, for Certain Foreign Private Issuers

February 7, 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 November 16, 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 prepared by Nasdaq. Nasdaq filed Amendment No. 1 to the 
proposed rule

[[Page 8085]]

change on February 6, 2008. The Commission is publishing this notice to 
solicit comments on the proposed rule change, as amended, 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 determine compliance with its listing standards 
based on financial statements prepared in accordance with International 
Financial Reporting Standards, as issued by the International 
Accounting Standards Board, for companies that are permitted to file 
financial statements using those standards with the Commission.
    The text of the proposed rule change is below. Proposed new 
language is italicized; 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.
---------------------------------------------------------------------------

* * * * *

4320. Listing Requirements for Non-Canadian Foreign Securities and 
American Depositary Receipts

    To qualify for listing on Nasdaq, a security of a non-Canadian 
foreign issuer, an American Depositary Receipt (ADR) or similar 
security issued in respect of a security of a foreign issuer shall 
satisfy the requirements of paragraphs (a), (b), and (e) of this Rule. 
Issuers that meet these requirements, but that are not listed on the 
Nasdaq Global Market, are listed on the Nasdaq Capital Market.
    (a)-(d) No change.
    (e) In addition to the requirements contained in paragraphs (a) and 
(b), the security shall satisfy the criteria set out in this subsection 
for listing on Nasdaq. In the case of ADRs, the underlying security 
will be considered when determining the ADR's qualification for initial 
or continued listing on Nasdaq.
    (1) No change.
    (2) (A)-(B) No change.
    (C) An issuer's qualifications will be determined on the basis of 
financial statements that are either: (i) Prepared in accordance with 
U.S. generally accepted accounting principles; or (ii) [those 
accompanied by detailed schedules quantifying the differences between] 
reconciled to U.S. generally accepted accounting principles as required 
by the Commission's rules [and those of the issuer's country of 
domicile]; or (iii) prepared in accordance with International Financial 
Reporting Standards, as issued by the International Accounting 
Standards Board, for companies that are permitted to file financial 
statements using those standards consistent with the Commission's 
rules.
    (D)-(E) No change.
    (3)-(26) No change.
    (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 IV below. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Under current Commission rules, a foreign private issuer \4\ that 
files financial statements with the Commission that are prepared on a 
basis other than U.S. generally accepted accounting principals (``U.S. 
GAAP'') is required to include a reconciliation to U.S. GAAP. 
Similarly, Nasdaq's rules require a foreign private issuer to evidence 
compliance with the listing standards based on financial measures 
prepared in accordance with U.S. GAAP or reconciled to U.S. GAAP.\5\
---------------------------------------------------------------------------

    \4\ A ``foreign private issuer'' is an issuer, other than a 
foreign government, that is incorporated in a foreign country and 
either: (i) Has a majority of its voting securities held other than 
by United States residents, or (ii) a majority of its executives are 
not United States citizens/residents, a majority of its assets are 
located outside of the United States and its business is principally 
administered outside the United States. See Securities Exchange Act 
Rule 3b-4(c), 17 CFR 240.3b-4(c).
    \5\ Nasdaq Rule 4320(e)(2)(C).
---------------------------------------------------------------------------

    The Commission has recently approved a rule change to eliminate the 
requirement for a U.S. GAAP reconciliation for foreign private issuers 
that file financial statements prepared in accordance with 
International Financial Reporting Standards (``IFRS''), as issued by 
the International Accounting Standards Board (``IASB'').\6\ These 
changes apply only to foreign private issuers that file on Form 20-F, 
regardless of whether the issuer complies with IFRS as issued by the 
IASB voluntarily or in accordance with the requirements of the issuer's 
home country regulator or the exchange on which its securities are 
listed.\7\ A foreign private issuer will continue to be required to 
provide a reconciliation to U.S. GAAP if its financial statements 
include deviations from IFRS as issued by the IASB, if it does not 
state unreservedly and explicitly that its financial statements are in 
compliance with IFRS as issued by the IASB, if the auditor does not 
opine on compliance with IFRS as issued by the IASB, or if the 
auditor's report contains any qualification relating to compliance with 
IFRS as issued by the IASB.\8\ The Commission's rules are applicable to 
annual financial statements for financial years ending after November 
15, 2007, and to interim periods within those years, that are contained 
in filings made after March 4, 2008.\9\
---------------------------------------------------------------------------

    \6\ See Securities Exchange Act Release No. 57026 (December 21, 
2007), 73 FR 986 (January 4, 2008) (the ``IFRS/IASB Adopting 
Release''). See also Securities Exchange Act Release No. 55998 (July 
2, 2007), 72 FR 37962 (July 11, 2007) (the ``IFRS/IASB Proposing 
Release''). The Commission is also considering whether to allow U.S. 
issuers to satisfy their reporting requirements through the 
provision of financial statements prepared in accordance with IFRS 
instead of U.S. GAAP. See Securities Exchange Act Release No. 56217 
(August 7, 2007), 72 FR 45600 (August 14, 2007). This proposed 
Nasdaq rule change would be applicable only to foreign private 
issuers and would not apply to domestic U.S. companies.
    \7\ IFRS/IASB Adopting Release at 992.
    \8\ Id. at 993. A foreign private issuer using a jurisdictional 
or other variation of IFRS will be able to rely on the amendments if 
that issuer also is able to state compliance with both IFRS as 
issued by the IASB and a jurisdictional variation of IFRS (and does 
so state), and its auditor opines that the financial statements 
comply with both IFRS as issued by the IASB and the jurisdictional 
variation, as long as the statement relating to the former is 
unreserved and explicit. Id.
    \9\ Id. at 994.
---------------------------------------------------------------------------

    To allow foreign private issuers to take full advantage of this 
development, Nasdaq proposes changes to allow such issuers to evidence 
compliance with Nasdaq's listing requirements on the same basis as 
permitted by the Commission.
    Nasdaq believes that requiring companies to provide a U.S. GAAP 
reconciliation in order to obtain and maintain a listing on Nasdaq when 
they are no longer required to do so under Commission rules may result 
in issuers choosing not to list in the U.S. and so deny U.S. investors 
the ability to easily invest in such issuers. The proposed rule change 
would be compatible with the Commission's stated goal ``to facilitate 
cross-border capital formation while ensuring adequate disclosure for 
the protection of investors and the

[[Page 8086]]

promotion of fair, orderly and efficient markets.'' \10\
---------------------------------------------------------------------------

    \10\ See the IFRS/IASB Proposing Release at 37965. See also 
IFRS/IASB Adopting Release at 1006 (noting that moving towards a 
single set of globally accepted accounting standards will have 
positive effects on investors).
---------------------------------------------------------------------------

2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of section 6 of the Act,\11\ in general, and with 
section 6(b)(5) of the Act,\12\ in particular. Section 6(b)(5) requires 
that an exchange's rules be designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, and, in general, to protect investors and the 
public interest. Nasdaq believes that the proposed rule change is 
consistent with these requirements in that modifying the U.S. GAAP 
reconciliation requirements will ease the burden of compliance on 
foreign private issuers, in a manner consistent with proposed changes 
to the federal securities laws, and will not adversely affect 
investors.
---------------------------------------------------------------------------

    \11\ 15 U.S.C. 78f.
    \12\ 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 result 
in any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    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 self-regulatory organization 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-NASDAQ-2007-090 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-2007-090. 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, 100 F Street, 
NE., Washington, DC 20549, 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-2007-090 and should 
be submitted on or before March 4, 2008.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\13\

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    \13\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8-2567 Filed 2-11-08; 8:45 am]
BILLING CODE 8011-01-P

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