Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of Proposed Rule Change To Amend Rule 4350 Related to the Direct Registration Programs, 30990-30992 [E8-11940]

Download as PDF 30990 Federal Register / Vol. 73, No. 104 / Thursday, May 29, 2008 / Notices the Commission finds that the proposal is consistent with the Act.20 The Exchange has requested that the Commission find good cause for approving the proposed rule change prior to the thirtieth day after publication of notice thereof in the Federal Register. The Commission believes that granting accelerated approval of the proposed rule change would allow the Exchange’s Directed Order program to continue without disruption. Accordingly, the Commission finds good cause, consistent with Section 19(b)(2) of the Act,21 for approving the proposed rule change prior to the thirtieth day after publication of notice thereof in the Federal Register. V. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act, that the proposed rule change (SR–Phlx–2008– 39) is hereby approved on an accelerated basis. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.22 Nancy M. Morris, Secretary. [FR Doc. E8–11932 Filed 5–28–08; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–57842; File No. SR– NASDAQ–2008–031] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of Proposed Rule Change To Amend Rule 4350 Related to the Direct Registration Programs May 20, 2008. jlentini on PROD1PC65 with NOTICES Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on April 1, 2008, The NASDAQ Stock Market LLC (‘‘Nasdaq’’) filed with the Securities and Exchange Commission (‘‘Commission’’) the proposed rule change described in Items I, II, and III below, which items have been prepared primarily by Nasdaq. The Commission is publishing this notice to solicit comments on the 20 In approving this proposal, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 21 15 U.S.C. 78s(b)(2). 22 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. VerDate Aug<31>2005 17:45 May 28, 2008 Jkt 214001 proposed rule change from interested parties. I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change Nasdaq proposes to modify the requirement for a foreign private issuer to be eligible to rely on an exception to the requirement to participate in a Direct Registration Program and to clarify the applicability of the requirement to book-entry-only securities. Nasdaq will implement the proposed change related to book-entryonly securities immediately upon approval and the proposed change affecting foreign private issuers on March 31, 2009. The text of the proposed rule change is below. Proposed new language is in italicized; proposed deletions are in brackets.3 Rule 4350. Qualitative Listing Requirements for Nasdaq Issuers Except for Limited Partnerships (a) Applicability (1) Foreign Private Issuers. A foreign private issuer may follow its home country practice in lieu of the requirements of Rule 4350, provided, however, that such an issuer shall: Comply with Rules 4350(b)(1)(B), 4350(j) and 4350(m), have an audit committee that satisfies Rule 4350(d)(3), and ensure that such audit committee’s members meet the independence requirement in Rule 4350(d)(2)(A)(ii). In addition, a foreign private issuer must be eligible to participate in a Direct Registration Program, as required by Rule 4350(l), unless prohibited from complying by a law or regulation in its home country. A foreign private issuer that follows a home country practice in lieu of one or more provisions of Rule 4350 shall disclose in either its annual reports filed with the Commission or on its website each requirement of Rule 4350 that it does not follow and shall describe the home country practice followed by the issuer in lieu of such requirements. In addition, a foreign private issuer making its initial public offering or first U.S. listing on Nasdaq shall make the same disclosures in either its registration statement or on its website. (2)—(5) No change. (b)—(k) No change. (l) Direct Registration Program (1) All securities initially listing on Nasdaq on or after January 1, 2007, must 3 Changes are marked to the rule text that appears in the electronic manual of Nasdaq found at https:// nasdaq.complinet.com. PO 00000 Frm 00111 Fmt 4703 Sfmt 4703 be eligible for a Direct Registration Program operated by a clearing agency registered under Section 17A of the Exchange Act. This provision does not extend to: (i) Additional classes of securities of companies which already have securities listed on Nasdaq; (ii) companies which immediately prior to such listing had securities listed on another registered securities exchange in the U.S; or, (iii) [non-equity] securities which are book-entry-only. (2)(A) Except as indicated in paragraph (2)(B) below, on [On] and after March 31, 2008, all securities listed on Nasdaq (except [non-equity] securities which are book-entry-only) must be eligible for a Direct Registration Program operated by a clearing agency registered under Section 17A of the Exchange Act. (B) Until March 31, 2009, a foreign private issuer may follow its home country practice in lieu of the requirements of this Rule 4350(l), provided, however, that such an issuer must follow the requirements of Rule 4350(a) and IM–4350–6 for doing so. Thereafter, the listed securities of such issuers (except securities which are book-entry-only) must be eligible for a Direct Registration Program operated by a clearing agency registered under Section 17A of the Exchange Act unless prohibited from complying by a law or regulation in its home country. (3) No change. (m)–(n) No change. IM 4350–6 Applicability 1. Foreign Private Issuer Exception and Disclosure. A foreign private issuer (as defined in Rule 3b–4 under the Exchange Act) listed on Nasdaq may follow the practice in such issuer’s home country (as defined in General Instruction F of Form 20–F) in lieu of some of the provisions of Rule 4350, subject to several important exceptions. First, such an issuer shall comply with Rule 4350(b)(1)(B) (Disclosure of Going Concern Opinion), Rule 4350(j) (Listing Agreement) and Rule 4350(m) (Notification of Material Noncompliance). Second, such an issuer shall have an audit committee that satisfies Rule 4350(d)(3). Third, members of such audit committee shall meet the criteria for independence referenced in Rule 4350(d)(2)(A)(ii) (the criteria set forth in Rule 10A–3(b)(1), subject to the exemptions provided in Rule 10A–3(c) under the Exchange Act). Fourth, a foreign private issuer must comply with Rule 4350(l) (Direct Registration Program) unless prohibited from complying by a law or regulation in its home country. Finally, a foreign private issuer that elects to follow home E:\FR\FM\29MYN1.SGM 29MYN1 Federal Register / Vol. 73, No. 104 / Thursday, May 29, 2008 / Notices country practice in lieu of a requirement of Rule 4350 shall submit to Nasdaq a written statement from an independent counsel in such issuer’s home country certifying that the issuer’s practices are not prohibited by the home country’s laws and, in the case of a company prohibited from complying with Rule 4350(l), certifying that a law or regulation in the home country prohibits such compliance. In the case of new listings, this certification is required at the time of listing. For existing issuers, the certification is required at the time the company seeks to adopt its first noncompliant practice. In the interest of transparency, the rule requires a foreign private issuer to make appropriate disclosures in the issuer’s annual filings with the Commission (typically Form20–F or 40–F), and at the time of the issuer’s original listing in the United States, if that listing is on Nasdaq, in its registration statement (typically Form F–1, 20–F, or 40–F); alternatively, the issuer may provide these disclosures in English on its website. The issuer shall disclose each requirement of Rule 4350 that it does not follow and include a brief statement of the home country practice the issuer follows in lieu of the requirements of Rule 4350. If the disclosure is only available on the website, the annual report and registration statement should so state and provide the web address at which the information may be obtained. 2.–4. 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. Nasdaq has prepared summaries, set forth in sections (A), (B), and (C) below, of the most significant aspects of these statements.4 (A) Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change jlentini on PROD1PC65 with NOTICES (1) Purpose Nasdaq proposes to modify the requirements related to its Direct Registration Program rule to provide that the requirement to be eligible to 4 The Commission has modified portions of the text of the summaries prepared by the Nasdaq. VerDate Aug<31>2005 17:45 May 28, 2008 Jkt 214001 participate in a Direct Registration Program applies to a foreign private issuer, unless the law or regulations in the company’s home country prohibit compliance with the requirement, and to clarify the application of the requirement to securities held in bookentry-only form. Nasdaq’s rule permits a foreign private issuer to follow its home country practice in lieu of certain requirements of Rule 4350, including the requirement that securities be eligible to participate in a Direct Registration Program. Nasdaq proposes to modify this requirement so that a foreign private issuer could only follow its home country practice with respect to the requirement that securities be eligible to participate in a Direct Registration Program if the issuer is prohibited from complying with this requirement by the laws or regulations in the issuer’s home country. In order to assure that foreign private issuers have adequate time to take necessary actions to come into compliance with the proposed rule, Nasdaq proposes that until March 31, 2009, such issuers can continue to rely on the prior version of the exception to this requirement. In addition, Nasdaq’s rule excludes from the requirement to be eligible to participate in a Direct Registration Program ‘‘non-equity securities which are book-entry-only.’’ Nasdaq proposes to modify this requirement to exclude all book-entry-only securities because ownership of such securities is already recorded only on the books and records of the issuer and are not held in certificated form. As such, these securities would already avail themselves of the advantages that the Direct Registration Program is designed to promote. If a security ceases to be book-entry-only, that security would then be required to be eligible to participate in a Direct Registration Program. (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, in particular, in that the proposal is designed to, among other things, prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in securities, to remove impediments to perfect the mechanism of a free and open market and a national market 5 15 PO 00000 U.S.C. 78f. Frm 00112 system, and, in general, to protect investors and the public interest.6 The proposed rule change modifies Nasdaq’s rules relating to the Direct Registration Programs to require a foreign private issuer to comply with the Nasdaq’s rules unless the foreign private issuer is prohibited from doing so and to exclude from the proposed requirement securities that are book-entry-only and therefore already enjoy the same benefits of a Direct Registration System. (B) Self-Regulatory Organization’s Statement on Burden on Competition The 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, as amended. (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 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. 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 rulecomments@sec.gov. Please include File Number S–NASDAQ–2008–031 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, 6 15 Fmt 4703 Sfmt 4703 30991 U.S.C. 78f(b)(5). E:\FR\FM\29MYN1.SGM 29MYN1 30992 Federal Register / Vol. 73, No. 104 / Thursday, May 29, 2008 / Notices Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–1090. All submissions should refer to File Number SR–NASDAQ–2008–031. 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 Section, 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 filings also will be available for inspection and copying at the principal office of Nasdaq and on Nasdaq’s Web site, https:// www.nasdaq.com. 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–2008–031 and should be submitted on or before June 19, 2008. For the Commission by the Division of Trading and Markets, pursuant to delegated authority.7 Nancy M. Morris, Secretary. [FR Doc. E8–11940 Filed 5–28–08; 8:45 am] BILLING CODE 8010–01–P SMALL BUSINESS ADMINISTRATION Data Collection Available for Public Comments and Recommendations Notice and request for comments. jlentini on PROD1PC65 with NOTICES ACTION: SUMMARY: In accordance with the Paperwork Reduction Act of 1995, this notice announces the Small Business Administration’s intentions to request approval on a new and/or currently approved information collection. 7 17 CFR 200.30–3(a)(12). VerDate Aug<31>2005 17:45 May 28, 2008 Jkt 214001 Submit comments on or before July 28, 2008. ADDRESSES: Send all comments regarding whether this information collection is necessary for the proper performance of the function of the agency, whether the burden estimates are accurate, and if there are ways to minimize the estimated burden and enhance the quality of the collection, to Walter C. Intlekofer, Chief, Office of Portfolio Management, Office of Financial Assistance, Small Business Administration, 409 3rd Street, SW., 8th floor, Washington, DC 20416. FOR FURTHER INFORMATION CONTACT: Walter C. Intlekofer, Chief, Office of Portfolio Management, Office of Financial Assistance, 202–205–7543. walter.intlekofer@sba.gov; Curtis B. Rich, Management Analyst, 202–205– 7030 curtis.rich@sba.gov. SUPPLEMENTARY INFORMATION: SBA will collect this information form CDC’s and certain 7(a) lenders to determine CDC’s eligibility to liquidate and litigate loans and to access the risks and costs of liquidation and litigation actions proposed by CDC’s and 7(a) lenders. Title: ‘‘7(a) and 504 Liquidation & Litigation Procedures.’’ Description of Respondents: CDC’s and certain 7(a) lenders. Form Number: N/A. Annual Responses: 1,060. Annual Burden: 3,890. DATES: Jacqueline White, Chief, Administrative Information Branch. [FR Doc. E8–11955 Filed 5–28–08; 8:45 am] BILLING CODE 8025–01–P DEPARTMENT OF TRANSPORTATION Office of the Secretary Notice of Applications for Certificates of Public Convenience and Necessity and Foreign Air Carrier Permits Filed Under Subpart B (Formerly Subpart Q) During the Week Ending January 25, 2008 The following Applications for Certificates of Public Convenience and Necessity and Foreign Air Carrier Permits were filed under Subpart B (formerly Subpart Q) of the Department of Transportation’s Procedural Regulations (See 14 CFR 301.201 et seq.). The due date for Answers, Conforming Applications, or Motions to Modify Scope are set forth below for each application. Following the Answer period DOT may process the application by expedited procedures. Such procedures may consist of the adoption of a show-cause order, a tentative order, PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 or in appropriate cases a final order without further proceedings. Docket Number: DOT–OST–2008– 0029. Date Filed: January 25, 2008. Due Date for Answers, Conforming Applications, or Motion To Modify Scope: February 15, 2008. Description: Application of Family Airlines Incorporated requesting a certificate of public convenience and necessity authorizing it to engage in scheduled interstate air transportation of persons, property and mail. Renee V. Wright, Program Manager, Docket Operations, Federal Register Liaison. [FR Doc. E8–12006 Filed 5–28–08; 8:45 am] BILLING CODE 4910–9X–P DEPARTMENT OF TRANSPORTATION Federal Aviation Administration Agency Information Collection Activity Seeking OMB Approval Federal Aviation Administration (FAA), DOT. ACTION: Notice. AGENCY: SUMMARY: The FAA invites public comments about our intention to request the Office of Management and Budget’s (OMB) revision of a current information collection. The Federal Register Notice with a 60-day comment period soliciting comments on the following collection of information was published on March 31, 2008, vol. 73, no. 62, page 16922. The information is needed to determine an applicant’s eligibility for an award of attorney’s fees and other expenses under the Equal Access to Justice Act. DATES: Please submit comments by June 30, 2008. FOR FURTHER INFORMATION CONTACT: Carla Mauney at Carla.Mauney@faa.gov. SUPPLEMENTARY INFORMATION: Federal Aviation Administration (FAA) Title: Implementation to the Equal Access to Justice Act. Type of Request: Extension without change of a currently approved collection. OMB Control Number: 2120–0539. Forms(s): There are no FAA forms associated with this collection. Affected Public: An estimated 17 Respondents. Frequency: This information is collected on occasion. Estimated Average Burden Per Response: Approximately 40 hours per response. Estimated Annual Burden Hours: An estimated 680 hours annually. E:\FR\FM\29MYN1.SGM 29MYN1

Agencies

[Federal Register Volume 73, Number 104 (Thursday, May 29, 2008)]
[Notices]
[Pages 30990-30992]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-11940]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57842; File No. SR-NASDAQ-2008-031]


Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing of Proposed Rule Change To Amend Rule 4350 Related to 
the Direct Registration Programs

May 20, 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 April 1, 2008, The NASDAQ Stock Market LLC (``Nasdaq'') filed with 
the Securities and Exchange Commission (``Commission'') the proposed 
rule change described in Items I, II, and III below, which items have 
been prepared primarily by Nasdaq. The Commission is publishing this 
notice to solicit comments on the proposed rule change from interested 
parties.
---------------------------------------------------------------------------

    \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 requirement for a foreign private 
issuer to be eligible to rely on an exception to the requirement to 
participate in a Direct Registration Program and to clarify the 
applicability of the requirement to book-entry-only securities. Nasdaq 
will implement the proposed change related to book-entry-only 
securities immediately upon approval and the proposed change affecting 
foreign private issuers on March 31, 2009.
    The text of the proposed rule change is below. Proposed new 
language is in 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.
---------------------------------------------------------------------------

Rule 4350. Qualitative Listing Requirements for Nasdaq Issuers Except 
for Limited Partnerships

(a) Applicability
    (1) Foreign Private Issuers. A foreign private issuer may follow 
its home country practice in lieu of the requirements of Rule 4350, 
provided, however, that such an issuer shall: Comply with Rules 
4350(b)(1)(B), 4350(j) and 4350(m), have an audit committee that 
satisfies Rule 4350(d)(3), and ensure that such audit committee's 
members meet the independence requirement in Rule 4350(d)(2)(A)(ii). In 
addition, a foreign private issuer must be eligible to participate in a 
Direct Registration Program, as required by Rule 4350(l), unless 
prohibited from complying by a law or regulation in its home country. A 
foreign private issuer that follows a home country practice in lieu of 
one or more provisions of Rule 4350 shall disclose in either its annual 
reports filed with the Commission or on its website each requirement of 
Rule 4350 that it does not follow and shall describe the home country 
practice followed by the issuer in lieu of such requirements. In 
addition, a foreign private issuer making its initial public offering 
or first U.S. listing on Nasdaq shall make the same disclosures in 
either its registration statement or on its website.
    (2)--(5) No change.
    (b)--(k) No change.
(l) Direct Registration Program
    (1) All securities initially listing on Nasdaq on or after January 
1, 2007, must be eligible for a Direct Registration Program operated by 
a clearing agency registered under Section 17A of the Exchange Act. 
This provision does not extend to: (i) Additional classes of securities 
of companies which already have securities listed on Nasdaq; (ii) 
companies which immediately prior to such listing had securities listed 
on another registered securities exchange in the U.S; or, (iii) [non-
equity] securities which are book-entry-only.
    (2)(A) Except as indicated in paragraph (2)(B) below, on [On] and 
after March 31, 2008, all securities listed on Nasdaq (except [non-
equity] securities which are book-entry-only) must be eligible for a 
Direct Registration Program operated by a clearing agency registered 
under Section 17A of the Exchange Act.
    (B) Until March 31, 2009, a foreign private issuer may follow its 
home country practice in lieu of the requirements of this Rule 4350(l), 
provided, however, that such an issuer must follow the requirements of 
Rule 4350(a) and IM-4350-6 for doing so. Thereafter, the listed 
securities of such issuers (except securities which are book-entry-
only) must be eligible for a Direct Registration Program operated by a 
clearing agency registered under Section 17A of the Exchange Act unless 
prohibited from complying by a law or regulation in its home country.
    (3) No change.
    (m)-(n) No change.

IM 4350-6 Applicability

    1. Foreign Private Issuer Exception and Disclosure. A foreign 
private issuer (as defined in Rule 3b-4 under the Exchange Act) listed 
on Nasdaq may follow the practice in such issuer's home country (as 
defined in General Instruction F of Form 20-F) in lieu of some of the 
provisions of Rule 4350, subject to several important exceptions. 
First, such an issuer shall comply with Rule 4350(b)(1)(B) (Disclosure 
of Going Concern Opinion), Rule 4350(j) (Listing Agreement) and Rule 
4350(m) (Notification of Material Noncompliance). Second, such an 
issuer shall have an audit committee that satisfies Rule 4350(d)(3). 
Third, members of such audit committee shall meet the criteria for 
independence referenced in Rule 4350(d)(2)(A)(ii) (the criteria set 
forth in Rule 10A-3(b)(1), subject to the exemptions provided in Rule 
10A-3(c) under the Exchange Act). Fourth, a foreign private issuer must 
comply with Rule 4350(l) (Direct Registration Program) unless 
prohibited from complying by a law or regulation in its home country. 
Finally, a foreign private issuer that elects to follow home

[[Page 30991]]

country practice in lieu of a requirement of Rule 4350 shall submit to 
Nasdaq a written statement from an independent counsel in such issuer's 
home country certifying that the issuer's practices are not prohibited 
by the home country's laws and, in the case of a company prohibited 
from complying with Rule 4350(l), certifying that a law or regulation 
in the home country prohibits such compliance. In the case of new 
listings, this certification is required at the time of listing. For 
existing issuers, the certification is required at the time the company 
seeks to adopt its first non-compliant practice. In the interest of 
transparency, the rule requires a foreign private issuer to make 
appropriate disclosures in the issuer's annual filings with the 
Commission (typically Form20-F or 40-F), and at the time of the 
issuer's original listing in the United States, if that listing is on 
Nasdaq, in its registration statement (typically Form F-1, 20-F, or 40-
F); alternatively, the issuer may provide these disclosures in English 
on its website. The issuer shall disclose each requirement of Rule 4350 
that it does not follow and include a brief statement of the home 
country practice the issuer follows in lieu of the requirements of Rule 
4350. If the disclosure is only available on the website, the annual 
report and registration statement should so state and provide the web 
address at which the information may be obtained.
    2.-4. 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. Nasdaq has prepared summaries, set forth in sections 
(A), (B), and (C) below, of the most significant aspects of these 
statements.\4\
---------------------------------------------------------------------------

    \4\ The Commission has modified portions of the text of the 
summaries prepared by the Nasdaq.
---------------------------------------------------------------------------

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

(1) Purpose
    Nasdaq proposes to modify the requirements related to its Direct 
Registration Program rule to provide that the requirement to be 
eligible to participate in a Direct Registration Program applies to a 
foreign private issuer, unless the law or regulations in the company's 
home country prohibit compliance with the requirement, and to clarify 
the application of the requirement to securities held in book-entry-
only form.
    Nasdaq's rule permits a foreign private issuer to follow its home 
country practice in lieu of certain requirements of Rule 4350, 
including the requirement that securities be eligible to participate in 
a Direct Registration Program. Nasdaq proposes to modify this 
requirement so that a foreign private issuer could only follow its home 
country practice with respect to the requirement that securities be 
eligible to participate in a Direct Registration Program if the issuer 
is prohibited from complying with this requirement by the laws or 
regulations in the issuer's home country. In order to assure that 
foreign private issuers have adequate time to take necessary actions to 
come into compliance with the proposed rule, Nasdaq proposes that until 
March 31, 2009, such issuers can continue to rely on the prior version 
of the exception to this requirement.
    In addition, Nasdaq's rule excludes from the requirement to be 
eligible to participate in a Direct Registration Program ``non-equity 
securities which are book-entry-only.'' Nasdaq proposes to modify this 
requirement to exclude all book-entry-only securities because ownership 
of such securities is already recorded only on the books and records of 
the issuer and are not held in certificated form. As such, these 
securities would already avail themselves of the advantages that the 
Direct Registration Program is designed to promote. If a security 
ceases to be book-entry-only, that security would then be required to 
be eligible to participate in a Direct Registration Program.
(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, in particular, in that the proposal is designed to, 
among other things, prevent fraudulent and manipulative acts and 
practices, to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transactions in securities, to remove impediments to 
perfect the mechanism of a free and open market and a national market 
system, and, in general, to protect investors and the public 
interest.\6\ The proposed rule change modifies Nasdaq's rules relating 
to the Direct Registration Programs to require a foreign private issuer 
to comply with the Nasdaq's rules unless the foreign private issuer is 
prohibited from doing so and to exclude from the proposed requirement 
securities that are book-entry-only and therefore already enjoy the 
same benefits of a Direct Registration System.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f.
    \6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

(B) Self-Regulatory Organization's Statement on Burden on Competition

    The 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, as amended.

(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 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.

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 S-NASDAQ-2008-031 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary,

[[Page 30992]]

Securities and Exchange Commission, 100 F Street, NE., Washington, DC 
20549-1090.

All submissions should refer to File Number SR-NASDAQ-2008-031. 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 Section, 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 filings also will be available for 
inspection and copying at the principal office of Nasdaq and on 
Nasdaq's Web site, https://www.nasdaq.com. 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-2008-031 and should be submitted 
on or before June 19, 2008.

    For the Commission by the Division of Trading and Markets, 
pursuant to delegated authority.\7\
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    \7\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
[FR Doc. E8-11940 Filed 5-28-08; 8:45 am]
BILLING CODE 8010-01-P
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