Self-Regulatory Organizations; American Stock Exchange LLC; Order Approving Proposed Rule Change To Allow Issuers of Exchange-Traded Funds (“ETFs”) and Structured Products Who Are Voluntarily Delisting the Securities From the Exchange and Re-Listing on Another National Securities Exchange To Submit to the Exchange a Letter From an Authorized Officer of the Issuer Rather Than a Certified Copy of Board of Directors Resolutions, 57390-57391 [E8-23194]
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57390
Federal Register / Vol. 73, No. 192 / Thursday, October 2, 2008 / Notices
SECURITIES AND EXCHANGE
COMMISSION
Release No. 34–58650; File No. SR–Amex–
2008–65]
Self-Regulatory Organizations;
American Stock Exchange LLC; Order
Approving Proposed Rule Change To
Allow Issuers of Exchange-Traded
Funds (‘‘ETFs’’) and Structured
Products Who Are Voluntarily Delisting
the Securities From the Exchange and
Re-Listing on Another National
Securities Exchange To Submit to the
Exchange a Letter From an Authorized
Officer of the Issuer Rather Than a
Certified Copy of Board of Directors
Resolutions
September 25, 2008.
I. Introduction
On August 7, 2008, American Stock
Exchange LLC (‘‘Amex’’ or ‘‘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 Amex Rule 18 to allow
issuers of exchange-traded funds
(‘‘ETFs’’) and structured products who
are voluntarily delisting the securities
from the Exchange and re-listing on
another national securities exchange to
submit a letter to the Exchange from an
authorized executive officer of the
issuer, rather than a certified copy of
board resolutions. The proposed rule
change was published for comment in
the Federal Register on August 21,
2008.3 The Commission received no
comments regarding the proposal. This
order approves the proposed rule
change.
II. Description of the Proposal
The Exchange seeks to amend Amex
Rule 18, which governs the procedure
by which an issuer may voluntarily
withdraw securities from listing.
Currently, Amex Rule 18 requires an
issuer to provide the Exchange with a
certified copy of the resolution of its
board of directors approving the
delisting. Under the proposed rule
change, an issuer of certain securities 4
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 58364
(August 14, 2008), 73 FR 49508.
4 This proposal applies to securities listed
pursuant to listed pursuant to Amex Company
Guide Sections 104 (Bonds and Debentures), 106
(Currency and Index Warrants) or 107 (Other
Securities) and Exchange Rules 1000–AEMI and
1001 et seq. (Portfolio Depositary Receipts), 1000A–
AEMI and 1001A et seq. (Index Fund Shares),
1000B et seq. (Managed Fund Shares), 1200–AEMI
and 1201 et seq. (Trading of Trust Issued Receipts),
mstockstill on PROD1PC66 with NOTICES
2 17
VerDate Aug<31>2005
17:52 Oct 01, 2008
Jkt 217001
that proposes to delist and re-list its
securities on another national securities
exchange may, in lieu of providing the
Exchange with a certified copy of the
board resolution, provide the Exchange
with a letter signed by an authorized
executive officer of the issuer. That
letter must set forth the reasons for the
delisting, and provide the basis of the
officer’s authority to take such action. In
addition, the proposed rule change
would be effective as of the date of
closing of the acquisition of the
Exchange by NYSE Euronext, the
ultimate parent company of the
Exchange (‘‘NYSE Acquisition’’).5 In the
event the closing date does not occur on
or before December 31, 2008, the
proposed rule change would not take
effect and the Exchange would rescind
the rule by a separate rule filing. In its
filing, the Exchange stated that, as part
of the NYSE Acquisition, NYSE
Euronext intends to cease the trading
and listing of ETF securities and
structured products on the Exchange.
Upon completion of the merger, and to
effectuate its business plan, NYSE
Euronext will request these issuers to
voluntarily delist,6 and will encourage
them to re-list on NYSE Arca, Inc.
(‘‘NYSE Arca’’) and/or New York Stock
Exchange LLC (‘‘NYSE’’).7
The Exchange also proposes to make
minor clarifying changes to Section
1010 of the Amex Company Guide, and
to delete from that section the
restatement of Exchange Rule 18 and
Rule 12d2–2 under the Act.
III. Discussion and Commission
Findings
The Commission has reviewed the
proposed rule change and 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, and in particular, with the
requirements of Section 6(b) of the Act.8
Specifically, the Commission finds that
the proposed rule change is consistent
with Section 6(b)(5) of the Act,9 in that
it is designed 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
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 notes that permitting
issuers of ETFs and structured products
who are voluntarily delisting to submit
a letter to the Exchange from an
authorized executive officer instead of a
certified copy of the resolution adopted
by the issuer’s board of directors is
consistent with the requirements of the
Act and Rule 12d2–2 thereunder, and is
similar to the voluntary withdrawal
procedures for dually-listed issuers on
NYSE Arca,10 and index-linked
securities on NYSE.11 The proposal
does not alter an issuer’s obligation to
meet the requirements of the issuer’s
governing documents, the laws of its
jurisdiction of incorporation, or
complying with Rule 12d2–2 under the
Act.
In addition to requiring the letter from
the authorized executive officer to
provide the reasons for the withdrawal,
the new rule will require the letter to set
forth the basis for the officer’s authority
to take such delisting action on behalf
of the issuer. This latter requirement
should help to ensure that the issuer
complies with the applicable laws in
effect in its jurisdiction of
incorporation, and has the authority to
act on behalf of the issuer.12 At the same
time, the proposal may ease the burden
on issuers who wish to voluntarily
delist and transfer the listing to another
national securities exchange.13
The Commission also notes that the
proposed delisting procedures apply
only to securities that would be listed
9 15
U.S.C. 78f(b)(5).
NYSE Arca Equities Rule 5.4(b); see also
Securities Exchange Act Release No. 54672 (October
30, 2006), 71 FR 65021 (November 6, 2006) (SR–
NYSEAcra–2006–47).
11 See Section 806.02 of the NYSE Listed
Company Manual; see also Securities Exchange Act
Release No. 57041 (December 26, 2007), 73 FR 216
(January 2, 2008) (SR–NYSE–2007–99).
12 The Commission notes that Rule 12d2–2
specifically requires, among other things, that
issuers comply with all applicable laws in effect in
the state in which they are incorporated to delist
from a national securities exchange. See 17 CFR
240.12d2–2(c)(2)(i).
13 While NYSE Euronext is requesting that these
issuers re-list on NYSE Arca or the bond platform
of NYSE, the Commission notes that these issuers
are free to choose the best market for their securities
for which they qualify and the proposed rule does
not limit the issuer’s choice of markets.
10 See
1200A–AEMI and 1201A et seq. (Commodity-Based
Trust Shares), 1400 et seq. (Trading of Paired Trust
Shares), 1500–AEMI and 1501 et seq. (Trading of
Partnership Units), or 1600 et seq. (Trading of Trust
Units).
5 Pursuant to a merger agreement dated January
17, 2008 among the Exchange, the Amex
Membership Corporation, NYSE Euronext and
certain other entities, a successor to the Exchange
will become an indirect, wholly-owned subsidiary
of NYSE Euronext. After the closing of the merger,
the Exchange will be renamed NYSE Alternext U.S.
LLC.
6 See note 4, supra.
7 See note 14, infra.
8 In approving this proposed rule change, the
Commission has considered the proposed rule’s
impact on efficiency, competition, and capital
formation. 15 U.S.C. 78c(f).
PO 00000
Frm 00073
Fmt 4703
Sfmt 4703
E:\FR\FM\02OCN1.SGM
02OCN1
Federal Register / Vol. 73, No. 192 / Thursday, October 2, 2008 / Notices
and traded on another national
securities exchange. As such,
transparent last sale information will
continue to be disseminated on the
securities on an uninterrupted basis.
Further, this requirement will ensure
other protections for trading a security
on a national securities exchange will
remain in place, such as the periodic
reporting obligations under the Act.
Further, the Commission finds that
the deletion of the restatements of Rule
18 and Rule 12d2–2 in the Amex
Company Guide is consistent with the
requirements of the Act. The rules of
Amex and the Commission are equally
available on the Internet, and are
updated when changed. As such, the
restatements in the Company Guide are
no longer necessary. The Exchange
rules, however, will continue to
reference Rule 12d2–2 to ensure issuers
know they must comply with that rule,
as well as the Exchange’s requirements,
to delist.
Finally, as noted above, the new rule
will only be implemented upon the
closing of the Exchange Acquisition.
The Exchange has represented that,
upon closing of the merger, it will notify
applicable issuers that the rule has
become effective.14
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act, that the
proposed rule change (SR–Amex–2008–
65) be, and it hereby is, approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–23194 Filed 10–1–08; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–58651; File No. SR–FINRA–
2008–047]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing of
Proposed Rule Change Relating to
Amendments to the Codes of
Arbitration Procedure To Raise the
Amount in Controversy Heard by a
Single Chair-Qualified Arbitrator to
$100,000
September 25, 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
September 18, 2008, the Financial
Industry Regulatory Authority, Inc.
(‘‘FINRA’’) (f/k/a National Association
of Securities Dealers, Inc. (‘‘NASD’’))
filed with the Securities and Exchange
Commission (‘‘Commission’’) the
proposed rule change as described in
Items I, II, and III below, which Items
have been substantially prepared by
FINRA. 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
FINRA is proposing to amend NASD
Rule 12401 of the Code of Arbitration
Procedure for Customer Disputes
(‘‘Customer Code’’) and NASD Rule
13401 of the Code of Arbitration
Procedure for Industry Disputes
(‘‘Industry Code’’) to raise the amount in
controversy that will be heard by a
single chair-qualified arbitrator to
$100,000. Below is the text of the
proposed rule change. Proposed new
language is in italics; proposed
deletions are in brackets.
*
*
*
*
*
12401. Number of Arbitrators
(a) Claims of $25,000 or Less
mstockstill on PROD1PC66 with NOTICES
If the amount of a claim is $25,000 or
less, exclusive of interest and expenses,
the panel will consist of one arbitrator
and the claim is subject to the
simplified arbitration procedures under
Rule 12800.
(b) Claims of More Than $25,000 Up To
[$50,000] $100,000
14 Telephone conversation between Marija
Willen, Vice President and Associate General
Counsel, Amex, and Steve Kuan, Special Counsel,
Commission, on September 25, 2008.
15 17 CFR 200.30–3(a)(12).
VerDate Aug<31>2005
17:52 Oct 01, 2008
Jkt 217001
If the amount of a claim is more than
$25,000 but not more than [$50,000]
1 15
2 17
PO 00000
U.S.C. 78s(b)(1).
CFR 240.19b–4.
Frm 00074
Fmt 4703
Sfmt 4703
57391
$100,000, exclusive of interest and
expenses, the panel will consist of one
arbitrator [unless any party requests a
panel of three arbitrators in its initial
pleading] unless the parties agree in
writing to three arbitrators.
(c) Claims of More Than [$50,000]
$100,000; Unspecified or Non-Monetary
Claims
If the amount of a claim is more than
[$50,000] $100,000, exclusive of interest
and expenses, or is unspecified, or if the
claim does not request money damages,
the panel will consist of three
arbitrators, unless the parties agree in
writing to one arbitrator.
13401. Number of Arbitrators
(a) Claims of $25,000 or Less
If the amount of a claim is $25,000 or
less, exclusive of interest and expenses,
the panel will consist of one arbitrator
and the claim is subject to the
simplified arbitration procedures under
Rule 13800.
(b) Claims of More Than $25,000 Up To
[$50,000] $100,000
If the amount of a claim is more than
$25,000 but not more than [$50,000]
$100,000, exclusive of interest and
expenses, the panel will consist of one
arbitrator [unless any party requests a
panel of three arbitrators in its initial
pleading] unless the parties agree in
writing to three arbitrators.
(c) Claims of More Than [$50,000]
$100,000; Unspecified or Non-Monetary
Claims
If the amount of a claim is more than
[$50,000] $100,000, exclusive of interest
and expenses, or is unspecified, or if the
claim does not request money damages,
the panel will consist of three
arbitrators, unless the parties agree in
writing to one arbitrator.
*
*
*
*
*
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
FINRA 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. FINRA has prepared
summaries, set forth in sections A, B,
and C below, of the most significant
aspects of such statements.
E:\FR\FM\02OCN1.SGM
02OCN1
]]>Agencies
[Federal Register Volume 73, Number 192 (Thursday, October 2, 2008)]
[Notices]
[Pages 57390-57391]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-23194]
[[Page 57390]]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Release No. 34-58650; File No. SR-Amex-2008-65]
Self-Regulatory Organizations; American Stock Exchange LLC;
Order Approving Proposed Rule Change To Allow Issuers of Exchange-
Traded Funds (``ETFs'') and Structured Products Who Are Voluntarily
Delisting the Securities From the Exchange and Re-Listing on Another
National Securities Exchange To Submit to the Exchange a Letter From an
Authorized Officer of the Issuer Rather Than a Certified Copy of Board
of Directors Resolutions
September 25, 2008.
I. Introduction
On August 7, 2008, American Stock Exchange LLC (``Amex'' or
``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 Amex Rule 18 to allow issuers of
exchange-traded funds (``ETFs'') and structured products who are
voluntarily delisting the securities from the Exchange and re-listing
on another national securities exchange to submit a letter to the
Exchange from an authorized executive officer of the issuer, rather
than a certified copy of board resolutions. The proposed rule change
was published for comment in the Federal Register on August 21,
2008.\3\ The Commission received no comments regarding the proposal.
This order approves the proposed rule change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 58364 (August 14,
2008), 73 FR 49508.
---------------------------------------------------------------------------
II. Description of the Proposal
The Exchange seeks to amend Amex Rule 18, which governs the
procedure by which an issuer may voluntarily withdraw securities from
listing. Currently, Amex Rule 18 requires an issuer to provide the
Exchange with a certified copy of the resolution of its board of
directors approving the delisting. Under the proposed rule change, an
issuer of certain securities \4\ that proposes to delist and re-list
its securities on another national securities exchange may, in lieu of
providing the Exchange with a certified copy of the board resolution,
provide the Exchange with a letter signed by an authorized executive
officer of the issuer. That letter must set forth the reasons for the
delisting, and provide the basis of the officer's authority to take
such action. In addition, the proposed rule change would be effective
as of the date of closing of the acquisition of the Exchange by NYSE
Euronext, the ultimate parent company of the Exchange (``NYSE
Acquisition'').\5\ In the event the closing date does not occur on or
before December 31, 2008, the proposed rule change would not take
effect and the Exchange would rescind the rule by a separate rule
filing. In its filing, the Exchange stated that, as part of the NYSE
Acquisition, NYSE Euronext intends to cease the trading and listing of
ETF securities and structured products on the Exchange. Upon completion
of the merger, and to effectuate its business plan, NYSE Euronext will
request these issuers to voluntarily delist,\6\ and will encourage them
to re-list on NYSE Arca, Inc. (``NYSE Arca'') and/or New York Stock
Exchange LLC (``NYSE'').\7\
---------------------------------------------------------------------------
\4\ This proposal applies to securities listed pursuant to
listed pursuant to Amex Company Guide Sections 104 (Bonds and
Debentures), 106 (Currency and Index Warrants) or 107 (Other
Securities) and Exchange Rules 1000-AEMI and 1001 et seq. (Portfolio
Depositary Receipts), 1000A-AEMI and 1001A et seq. (Index Fund
Shares), 1000B et seq. (Managed Fund Shares), 1200-AEMI and 1201 et
seq. (Trading of Trust Issued Receipts), 1200A-AEMI and 1201A et
seq. (Commodity-Based Trust Shares), 1400 et seq. (Trading of Paired
Trust Shares), 1500-AEMI and 1501 et seq. (Trading of Partnership
Units), or 1600 et seq. (Trading of Trust Units).
\5\ Pursuant to a merger agreement dated January 17, 2008 among
the Exchange, the Amex Membership Corporation, NYSE Euronext and
certain other entities, a successor to the Exchange will become an
indirect, wholly-owned subsidiary of NYSE Euronext. After the
closing of the merger, the Exchange will be renamed NYSE Alternext
U.S. LLC.
\6\ See note 4, supra.
\7\ See note 14, infra.
---------------------------------------------------------------------------
The Exchange also proposes to make minor clarifying changes to
Section 1010 of the Amex Company Guide, and to delete from that section
the restatement of Exchange Rule 18 and Rule 12d2-2 under the Act.
III. Discussion and Commission Findings
The Commission has reviewed the proposed rule change and 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, and in particular, with the requirements of
Section 6(b) of the Act.\8\ Specifically, the Commission finds that the
proposed rule change is consistent with Section 6(b)(5) of the Act,\9\
in that it is designed 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
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.
---------------------------------------------------------------------------
\8\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. 15 U.S.C. 78c(f).
\9\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The Commission notes that permitting issuers of ETFs and structured
products who are voluntarily delisting to submit a letter to the
Exchange from an authorized executive officer instead of a certified
copy of the resolution adopted by the issuer's board of directors is
consistent with the requirements of the Act and Rule 12d2-2 thereunder,
and is similar to the voluntary withdrawal procedures for dually-listed
issuers on NYSE Arca,\10\ and index-linked securities on NYSE.\11\ The
proposal does not alter an issuer's obligation to meet the requirements
of the issuer's governing documents, the laws of its jurisdiction of
incorporation, or complying with Rule 12d2-2 under the Act.
---------------------------------------------------------------------------
\10\ See NYSE Arca Equities Rule 5.4(b); see also Securities
Exchange Act Release No. 54672 (October 30, 2006), 71 FR 65021
(November 6, 2006) (SR-NYSEAcra-2006-47).
\11\ See Section 806.02 of the NYSE Listed Company Manual; see
also Securities Exchange Act Release No. 57041 (December 26, 2007),
73 FR 216 (January 2, 2008) (SR-NYSE-2007-99).
---------------------------------------------------------------------------
In addition to requiring the letter from the authorized executive
officer to provide the reasons for the withdrawal, the new rule will
require the letter to set forth the basis for the officer's authority
to take such delisting action on behalf of the issuer. This latter
requirement should help to ensure that the issuer complies with the
applicable laws in effect in its jurisdiction of incorporation, and has
the authority to act on behalf of the issuer.\12\ At the same time, the
proposal may ease the burden on issuers who wish to voluntarily delist
and transfer the listing to another national securities exchange.\13\
---------------------------------------------------------------------------
\12\ The Commission notes that Rule 12d2-2 specifically
requires, among other things, that issuers comply with all
applicable laws in effect in the state in which they are
incorporated to delist from a national securities exchange. See 17
CFR 240.12d2-2(c)(2)(i).
\13\ While NYSE Euronext is requesting that these issuers re-
list on NYSE Arca or the bond platform of NYSE, the Commission notes
that these issuers are free to choose the best market for their
securities for which they qualify and the proposed rule does not
limit the issuer's choice of markets.
---------------------------------------------------------------------------
The Commission also notes that the proposed delisting procedures
apply only to securities that would be listed
[[Page 57391]]
and traded on another national securities exchange. As such,
transparent last sale information will continue to be disseminated on
the securities on an uninterrupted basis. Further, this requirement
will ensure other protections for trading a security on a national
securities exchange will remain in place, such as the periodic
reporting obligations under the Act.
Further, the Commission finds that the deletion of the restatements
of Rule 18 and Rule 12d2-2 in the Amex Company Guide is consistent with
the requirements of the Act. The rules of Amex and the Commission are
equally available on the Internet, and are updated when changed. As
such, the restatements in the Company Guide are no longer necessary.
The Exchange rules, however, will continue to reference Rule 12d2-2 to
ensure issuers know they must comply with that rule, as well as the
Exchange's requirements, to delist.
Finally, as noted above, the new rule will only be implemented upon
the closing of the Exchange Acquisition. The Exchange has represented
that, upon closing of the merger, it will notify applicable issuers
that the rule has become effective.\14\
---------------------------------------------------------------------------
\14\ Telephone conversation between Marija Willen, Vice
President and Associate General Counsel, Amex, and Steve Kuan,
Special Counsel, Commission, on September 25, 2008.
---------------------------------------------------------------------------
IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the Act,
that the proposed rule change (SR-Amex-2008-65) be, and it hereby is,
approved.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
---------------------------------------------------------------------------
\15\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-23194 Filed 10-1-08; 8:45 am]
BILLING CODE 8011-01-P
