Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Modify the Bid Price Required for Initial Listing on the Nasdaq Global and Global Select Markets from $5 to $4, 77089-77091 [E8-29967]
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mstockstill on PROD1PC66 with NOTICES
Federal Register / Vol. 73, No. 244 / Thursday, December 18, 2008 / Notices
IV. Discussion and Findings
After careful review of the proposed
rule change, the comments and FINRA’s
response to the comments, the
Commission finds that the proposed
rule change is consistent with the
requirements of the Act, and the rules
and regulations thereunder that are
applicable to a national securities
association.23 In particular, the
Commission believes the proposed rule
change is consistent with the provisions
of Section 15A(b)(6) of the Act,24 which
requires, among other things, that
FINRA rules must 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. The Commission
believes that the proposed rule change
would enhance the efficiency of the
forum in processing claims, by
clarifying the terms of the agreement
and improving its readability. Moreover,
the Commission believes the proposed
rule change is consistent with FINRA’s
statutory obligations under the Act to
prevent fraudulent and manipulative
practices by requiring that signers of the
agreement indicate in what capacity
they are signing, so that FINRA can
ensure that signers of the agreement are
authorized to do so.
The Commission believes that FINRA
has adequately responded to the
comments regarding removal of
references to certain rules and corporate
documents. As stated above, one of the
purposes of the proposed rule change is
to convert the USA to a FINRA-specific
document. In order to do this, FINRA
proposed to remove language that is
overly broad or that is generic to
encompass the rules of the various selfregulatory organizations. By citing to
relevant provisions of its By-Laws,
FINRA has sufficiently explained why
the removal of the requirement that the
arbitration be conducted pursuant to the
‘‘Constitution, By-Laws, Rules and
Regulations’’ of the sponsoring
organization would not eliminate
FINRA’s authority to enforce or collect
on an arbitration settlement or award.
The Commission carefully considered
the comment suggesting that the
agreement should contain an explicit
definition of the ‘‘procedures and rules’’
to which the parties agree to be bound,
under paragraph two of the agreement.
However, as noted above, another
principal goal of the proposed rule
23 In approving this proposal, the Commission has
considered the proposed rule’s impact on
efficiency, competition and capital formation. See
15 U.S.C. 78c(f).
24 15 U.S.C. 78o–3(b)(6).
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17:51 Dec 17, 2008
Jkt 217001
change is to make the agreement easier
to read. Since the Commission’s
oversight of the securities arbitration
process is directed at ensuring that it is
fair and efficient, the Commission
agrees with FINRA’s determination that
inserting a detailed list of all rules and
procedures that might possibly apply to
any arbitration proceeding would make
the agreement unduly lengthy and
complex for the average user of the
dispute resolution forum, and
consequently, would hinder the goals of
fairness and efficiency. Furthermore, the
Commission believes that the
commenter’s concerns are addressed by
the fact that, as FINRA pointed out,
claimants can refer to the Code of
Arbitration Procedure and the packet of
materials provided for claimants to find
all the necessary rules and procedures
applicable to their arbitration
proceedings.
With respect to the comments
regarding the alleged disparate
treatment of claimants and respondents
with regard to executing an agreement,
the Commission believes that FINRA
has adequately responded, by
highlighting the rules, procedures, and
arbitrator training programs that address
the instances in which respondents fail
to submit an agreement.
V. Conclusions
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,25 that the
proposed rule change (SR–FINRA–
2008–031) be, and hereby is, approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.26
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–30069 Filed 12–17–08; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–59087; File No. SR–
NASDAQ–2008–093]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Modify the
Bid Price Required for Initial Listing on
the Nasdaq Global and Global Select
Markets from $5 to $4
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
25 15
26 17
PO 00000
U.S.C. 78s(b)(2).
CFR 200.30–3(a)(12).
Frm 00090
Fmt 4703
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on December
1, 2008, The NASDAQ Stock Market
LLC (‘‘Nasdaq’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and III
below, which Items have been prepared
by Nasdaq. Nasdaq has filed this
proposal pursuant to Exchange Act Rule
19b–4(f)(6) 3 and requests that the
Commission waive the 30-day preoperative waiting period contained in
Exchange Act Rule 19b–4(f)(6)(iii).4 The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
Nasdaq proposes to modify the bid
price required for initial listing on the
Nasdaq Global and Global Select
Markets from $5 to $4.
The text of the proposed rule change
is below. Proposed new language is
italicized; proposed deletions are in
brackets.5
4420. Quantitative Listing Criteria
In order to be listed on the Nasdaq
National Market, an issuer shall be
required to substantially meet the
criteria set forth in paragraphs (a), (b),
(c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m),
(n) or (o) below. Nasdaq may extend
unlisted trading privileges to any
security for which Nasdaq has in effect
rules providing for transactions in such
class or type of security. Provisions of
Rule 4420 that govern trading hours and
surveillance procedures, and that relate
to information circulars and prospectus
delivery, shall apply to securities traded
on an unlisted trading privileges basis.
(a) Entry Standard 1—First Class of
Common Stock, Shares or Certificates of
Beneficial Interest of Trusts, Limited
Partnership Interests in Foreign or
Domestic Issues and American
Depositary Receipts
(1)–(3) No change.
(4) The bid price per share is [$5] $4
or more.
(5)–(7) No change.
1 15
December 11, 2008.
Sfmt 4703
77089
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 17 CFR 240.19b–4(f)(6).
4 17 CFR 240.19b–4(f)(6)(iiii).
5 Changes are marked to the rule text that appears
in the electronic manual of Nasdaq found at http:
//nasdaqomx.cchwallstreet.com.
2 17
E:\FR\FM\18DEN1.SGM
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77090
Federal Register / Vol. 73, No. 244 / Thursday, December 18, 2008 / Notices
(b) Entry Standard 2—First Class of
Common Stock, Shares or Certificates of
Beneficial Interest of Trusts, Limited
Partnership Interests in Foreign or
Domestic Issues and American
Depositary Receipts
(1)–(3) No change.
(4) The bid price per share is [$5] $4
or more.
(5)–(7) No change.
(c) Entry Standard 3—First Class of
Common Stock, Shares or Certificates of
Beneficial Interest of Trusts, Limited
Partnership Interests in Foreign or
Domestic Issues and American
Depositary Receipts
An issuer listed under this paragraph
does not also need to be in compliance
with the quantitative criteria for initial
listing in the Rule 4300 series.
(1)–(2) No change.
(3) The bid price per share is [$5] $4
or more.
(4)–(6) No change.
(d)–(j) No change.
(k) Quantitative Listing Criteria—
Preferred Stock and Secondary Classes
of Common Stock
For initial listing, if the common stock
or common stock equity equivalent
security of the issuer is listed on Nasdaq
or another national securities exchange,
the issue shall have:
(1)–(2) No change.
(3) A minimum bid price per share of
[$5] $4;
(4)–(5) No change.
Alternatively, in the event the issuer’s
common stock or common stock
equivalent security is not listed on
either Nasdaq or another national
securities exchange, the preferred stock
and/or secondary class of common stock
may be traded on Nasdaq so long as the
security satisfies the listing criteria for
common stock.
*
*
*
*
*
4426. Nasdaq Global Select Market
Listing Requirements
mstockstill on PROD1PC66 with NOTICES
(a)–(c) No change.
(d) Price. For inclusion in the Nasdaq
Global Select Market, an issuer not
listed on the Nasdaq Global Market shall
have a minimum bid price of [$5] $4 per
share.
(e)–(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
VerDate Aug<31>2005
17:51 Dec 17, 2008
Jkt 217001
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 such statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Nasdaq proposes to change the
minimum bid price required for initial
listing on the Nasdaq Global and Global
Select Markets from $5 to $4. Nasdaq
believes that this change will permit the
listing of more companies on Nasdaq,
thereby enhancing investor protection
by allowing these companies, and their
investors, to benefit from Nasdaq’s
liquid and transparent marketplace,
supported by strong regulation
including Nasdaq’s listing and market
surveillance and FINRA’s independent
regulation.
Nasdaq believes that companies
satisfying the proposed minimum $4
price requirement, along with all of
Nasdaq’s other listing requirements, are
suitable for listing. Nasdaq notes that
the proposed $4 minimum price meets
the criteria from the definition of a
penny stock contained in Rule 3a51–1
under the Act.6 In addition, the
proposed $4 price is the same as the
requirement recently adopted for listing
on the New York Stock Exchange.7
2. Statutory Basis
Nasdaq believes that the proposed
rule change is consistent with the
provisions of Section 6 of the Act,8 in
general and with Sections 6(b)(5) of the
Act,9 in particular in that it is designed
to 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
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
proposed rule change removes an
6 See
17 CFR 240.3a51–1(a)(2)(i)(C).
Section 102.01B (applicable to domestic
companies) and Section 103.01A (applicable to
non-U.S. companies) of the NYSE Listed Company
Manual, which require a $4 minimum price for
initial listing. Securities Exchange Act Release No.
57785 (May 6, 2008), 73 FR 27597 (May 13, 2008)
(approving SR–NYSE–2008–17).
8 15 U.S.C. 78f.
9 15 U.S.C. 78f(b)(5).
7 See
PO 00000
Frm 00091
Fmt 4703
Sfmt 4703
impediment for certain otherwise
qualified companies to list on Nasdaq,
and thereby benefit from Nasdaq’s
liquid and transparent marketplace and
strong regulation.
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
Because the foregoing rule change
does not: (i) Significantly affect the
protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days after the date of
this filing, or such shorter time as the
Commission may designate if consistent
with the protection of investors and the
public interest, the proposed rule
change has become effective pursuant to
Section 19(b)(3)(A) of the Act 10 and
Rule 19b–4(f)(6) thereunder.11
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Act normally does not become operative
for 30 days after the date of filing.12
However, Rule 19b–4(f)(6)(iii) 13 permits
the Commission to designate a shorter
time if such action is consistent with the
protection of investors and the public
interest. The Exchange has requested
that the Commission waive the 30-day
operative delay.
The Commission believes that
waiving the 30-day operative delay is
consistent with the protection of
investors and the public interest. In
making this determination, the
Commission notes that it recently
approved a substantially similar rule
proposal for the NYSE.14 The
10 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) under the Act requires that a selfregulatory organization submit to the Commission
written notice of its intent to file the proposed rule
change, along with a brief description and text of
the proposed rule change, at least five business days
prior to the date of filing of the proposed rule
change, or such shorter time as designated by the
Commission. The Exchange has satisfied this notice
requirement.
12 17 CFR 240.19b-4(f)(6)(iii).
13 Id.
14 See supra note 7.
11 17
E:\FR\FM\18DEN1.SGM
18DEN1
Federal Register / Vol. 73, No. 244 / Thursday, December 18, 2008 / Notices
Commission believes that the Nasdaq’s
proposed rule change raises no new
regulatory issues that were not
previously considered by the
Commission in approving the NYSE’s
similar proposal. In approving the NYSE
proposal, the Commission found that
adopting a $4 price requirement for
initial listing was consistent with the
requirements of the Act and that this
requirement meets the criteria from the
definition of penny stock contained in
Rule 3a51–1 under the Act.15 Further,
the Commission notes that the NYSE’s
proposal was subject to full notice and
comment, and the Commission received
no comments on the price requirement
portion of the NYSE’s rule proposal.
Accordingly, for the reasons discussed
above, the Commission finds that the
Exchange’s proposal is consistent with
the protection of investors and the
public interest and therefore designates
the proposed rule change operative
immediately upon filing.16
At any time within 60 days of the
filing of such proposed rule change the
Commission may summarily abrogate
such rule change if it appears to the
Commission that such action is
necessary or appropriate in the public
interest, for the protection of investors
or otherwise in furtherance of the
purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
mstockstill on PROD1PC66 with NOTICES
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–2008–093 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street, NE.,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–NASDAQ–2008–093. 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
15 Id.
16 For the purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
VerDate Aug<31>2005
17:51 Dec 17, 2008
Jkt 217001
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 the filing also will be available
for inspection and copying at the
principal office of the self-regulatory
organization. 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–2008–093 and should be
submitted on or before January 8, 2009.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.17
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–29967 Filed 12–17–08; 8:45 am]
BILLING CODE 8011–01–P
[Release No. 34–59082; File No. SR–
NYSEArca–2008–135]
Self-Regulatory Organizations; NYSE
Arca, Inc.; Notice of Filing of Proposed
Rule Change Amending Rule 6.47A To
Reduce the Order Exposure Period
from Three Seconds to One Second
December 11, 2008.
Pursuant to Section 19(b)(1) 1 of the
Securities Exchange Act of 1934 (the
‘‘Act’’) 2 and Rule 19b–4 thereunder,3
notice is hereby given that, on December
9, 2008, NYSE Arca, Inc. (‘‘NYSE Arca’’
or the ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(the ‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III below, which Items have been
17 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 15 U.S.C. 78a.
3 17 CFR 240.19b–4.
1 15
Frm 00092
Fmt 4703
prepared by the self-regulatory
organization. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend its
rules governing order exposure
requirements on the OX system. This
proposal will revise Rule 6.47A. A copy
of this filing is available on the
Exchange’s Web site at https://
www.nyse.com, at the Exchange’s
principal office and at the Commission’s
Public Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
self-regulatory organization 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 those 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 parts of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule
Change
1. Purpose
SECURITIES AND EXCHANGE
COMMISSION
PO 00000
77091
Sfmt 4703
The purpose of the proposed rule
change is to reduce the exposure period
contained in Rule 6.47A, Order
Exposure Requirements—OX, from
three seconds to one second.
Rule 6.47A provides that with respect
to orders routed to OX, Users may not
execute as principal orders they
represent as agent unless (i) Agency
orders are first exposed on the Exchange
for at least three (3) seconds or (ii) the
User has been bidding or offering on the
Exchange for at least three (3) seconds
prior to receiving an agency order that
is executable against such bid or offer.
Specifically, order entry firms may
not execute as principal, orders they
represent as agent unless: (i) the agency
order has first exposed on the NYSE
Arca OX trading system for at least three
seconds; (ii) the order entry firm has
been bidding or offering for at least
three seconds prior to receiving the
agency order that is executable against
such bid or offer. During this threesecond exposure period, other market
participants may enter orders to trade
E:\FR\FM\18DEN1.SGM
18DEN1
]]>Agencies
[Federal Register Volume 73, Number 244 (Thursday, December 18, 2008)]
[Notices]
[Pages 77089-77091]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-29967]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-59087; File No. SR-NASDAQ-2008-093]
Self-Regulatory Organizations; The NASDAQ Stock Market LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Modify the Bid Price Required for Initial Listing on the Nasdaq Global
and Global Select Markets from $5 to $4
December 11, 2008.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on December 1, 2008, The NASDAQ Stock Market LLC (``Nasdaq'') filed
with the Securities and Exchange Commission (``Commission'') the
proposed rule change as described in Items I and III below, which Items
have been prepared by Nasdaq. Nasdaq has filed this proposal pursuant
to Exchange Act Rule 19b-4(f)(6) \3\ and requests that the Commission
waive the 30-day pre-operative waiting period contained in Exchange Act
Rule 19b-4(f)(6)(iii).\4\ The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ 17 CFR 240.19b-4(f)(6).
\4\ 17 CFR 240.19b-4(f)(6)(iiii).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
Nasdaq proposes to modify the bid price required for initial
listing on the Nasdaq Global and Global Select Markets from $5 to $4.
The text of the proposed rule change is below. Proposed new
language is italicized; proposed deletions are in brackets.\5\
---------------------------------------------------------------------------
\5\ Changes are marked to the rule text that appears in the
electronic manual of Nasdaq found at http: //
nasdaqomx.cchwallstreet.com.
---------------------------------------------------------------------------
4420. Quantitative Listing Criteria
In order to be listed on the Nasdaq National Market, an issuer
shall be required to substantially meet the criteria set forth in
paragraphs (a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l),
(m), (n) or (o) below. Nasdaq may extend unlisted trading privileges to
any security for which Nasdaq has in effect rules providing for
transactions in such class or type of security. Provisions of Rule 4420
that govern trading hours and surveillance procedures, and that relate
to information circulars and prospectus delivery, shall apply to
securities traded on an unlisted trading privileges basis.
(a) Entry Standard 1--First Class of Common Stock, Shares or
Certificates of Beneficial Interest of Trusts, Limited Partnership
Interests in Foreign or Domestic Issues and American Depositary
Receipts
(1)-(3) No change.
(4) The bid price per share is [$5] $4 or more.
(5)-(7) No change.
[[Page 77090]]
(b) Entry Standard 2--First Class of Common Stock, Shares or
Certificates of Beneficial Interest of Trusts, Limited Partnership
Interests in Foreign or Domestic Issues and American Depositary
Receipts
(1)-(3) No change.
(4) The bid price per share is [$5] $4 or more.
(5)-(7) No change.
(c) Entry Standard 3--First Class of Common Stock, Shares or
Certificates of Beneficial Interest of Trusts, Limited Partnership
Interests in Foreign or Domestic Issues and American Depositary
Receipts
An issuer listed under this paragraph does not also need to be in
compliance with the quantitative criteria for initial listing in the
Rule 4300 series.
(1)-(2) No change.
(3) The bid price per share is [$5] $4 or more.
(4)-(6) No change.
(d)-(j) No change.
(k) Quantitative Listing Criteria--Preferred Stock and Secondary
Classes of Common Stock
For initial listing, if the common stock or common stock equity
equivalent security of the issuer is listed on Nasdaq or another
national securities exchange, the issue shall have:
(1)-(2) No change.
(3) A minimum bid price per share of [$5] $4;
(4)-(5) No change.
Alternatively, in the event the issuer's common stock or common
stock equivalent security is not listed on either Nasdaq or another
national securities exchange, the preferred stock and/or secondary
class of common stock may be traded on Nasdaq so long as the security
satisfies the listing criteria for common stock.
* * * * *
4426. Nasdaq Global Select Market Listing Requirements
(a)-(c) No change.
(d) Price. For inclusion in the Nasdaq Global Select Market, an
issuer not listed on the Nasdaq Global Market shall have a minimum bid
price of [$5] $4 per share.
(e)-(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. Nasdaq has prepared summaries, set forth in Sections A,
B, and C below, of the most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Nasdaq proposes to change the minimum bid price required for
initial listing on the Nasdaq Global and Global Select Markets from $5
to $4. Nasdaq believes that this change will permit the listing of more
companies on Nasdaq, thereby enhancing investor protection by allowing
these companies, and their investors, to benefit from Nasdaq's liquid
and transparent marketplace, supported by strong regulation including
Nasdaq's listing and market surveillance and FINRA's independent
regulation.
Nasdaq believes that companies satisfying the proposed minimum $4
price requirement, along with all of Nasdaq's other listing
requirements, are suitable for listing. Nasdaq notes that the proposed
$4 minimum price meets the criteria from the definition of a penny
stock contained in Rule 3a51-1 under the Act.\6\ In addition, the
proposed $4 price is the same as the requirement recently adopted for
listing on the New York Stock Exchange.\7\
---------------------------------------------------------------------------
\6\ See 17 CFR 240.3a51-1(a)(2)(i)(C).
\7\ See Section 102.01B (applicable to domestic companies) and
Section 103.01A (applicable to non-U.S. companies) of the NYSE
Listed Company Manual, which require a $4 minimum price for initial
listing. Securities Exchange Act Release No. 57785 (May 6, 2008), 73
FR 27597 (May 13, 2008) (approving SR-NYSE-2008-17).
---------------------------------------------------------------------------
2. Statutory Basis
Nasdaq believes that the proposed rule change is consistent with
the provisions of Section 6 of the Act,\8\ in general and with Sections
6(b)(5) of the Act,\9\ in particular in that it is designed to 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 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 proposed rule change
removes an impediment for certain otherwise qualified companies to list
on Nasdaq, and thereby benefit from Nasdaq's liquid and transparent
marketplace and strong regulation.
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\8\ 15 U.S.C. 78f.
\9\ 15 U.S.C. 78f(b)(5).
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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
Because the foregoing rule change does not: (i) Significantly
affect the protection of investors or the public interest; (ii) impose
any significant burden on competition; and (iii) become operative for
30 days after the date of this filing, or such shorter time as the
Commission may designate if consistent with the protection of investors
and the public interest, the proposed rule change has become effective
pursuant to Section 19(b)(3)(A) of the Act \10\ and Rule 19b-4(f)(6)
thereunder.\11\
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\10\ 15 U.S.C. 78s(b)(3)(A).
\11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
under the Act requires that a self-regulatory organization submit to
the Commission written notice of its intent to file the proposed
rule change, along with a brief description and text of the proposed
rule change, at least five business days prior to the date of filing
of the proposed rule change, or such shorter time as designated by
the Commission. The Exchange has satisfied this notice requirement.
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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act normally does not become operative for 30 days after the date of
filing.\12\ However, Rule 19b-4(f)(6)(iii) \13\ permits the Commission
to designate a shorter time if such action is consistent with the
protection of investors and the public interest. The Exchange has
requested that the Commission waive the 30-day operative delay.
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\12\ 17 CFR 240.19b-4(f)(6)(iii).
\13\ Id.
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The Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest. In
making this determination, the Commission notes that it recently
approved a substantially similar rule proposal for the NYSE.\14\ The
[[Page 77091]]
Commission believes that the Nasdaq's proposed rule change raises no
new regulatory issues that were not previously considered by the
Commission in approving the NYSE's similar proposal. In approving the
NYSE proposal, the Commission found that adopting a $4 price
requirement for initial listing was consistent with the requirements of
the Act and that this requirement meets the criteria from the
definition of penny stock contained in Rule 3a51-1 under the Act.\15\
Further, the Commission notes that the NYSE's proposal was subject to
full notice and comment, and the Commission received no comments on the
price requirement portion of the NYSE's rule proposal. Accordingly, for
the reasons discussed above, the Commission finds that the Exchange's
proposal is consistent with the protection of investors and the public
interest and therefore designates the proposed rule change operative
immediately upon filing.\16\
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\14\ See supra note 7.
\15\ Id.
\16\ For the purposes only of waiving the 30-day operative
delay, the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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At any time within 60 days of the filing of such proposed rule
change the Commission may summarily abrogate such rule change if it
appears to the Commission that such action is necessary or appropriate
in the public interest, for the protection of investors or otherwise in
furtherance of the purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NASDAQ-2008-093 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-NASDAQ-2008-093.
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 the filing also will be available for
inspection and copying at the principal office of the self-regulatory
organization. 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-2008-093 and should be submitted on or before January 8, 2009.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\17\
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\17\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-29967 Filed 12-17-08; 8:45 am]
BILLING CODE 8011-01-P
