Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving Proposed Rule Change Making Permanent the Exchange's Pilot Program With Respect to Its Continued Listing Standards, 21094-21095 [2010-9358]
Download as PDF
<![CDATA[
21094
Federal Register / Vol. 75, No. 77 / Thursday, April 22, 2010 / Notices
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010–9357 Filed 4–21–10; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–61912; File No. SR–NYSE–
2010–15]
Self-Regulatory Organizations; New
York Stock Exchange LLC; Order
Approving Proposed Rule Change
Making Permanent the Exchange’s
Pilot Program With Respect to Its
Continued Listing Standards
April 15, 2010.
I. Introduction
On February 26, 2010, New York
Stock Exchange LLC (‘‘NYSE’’ or the
‘‘Exchange’’) filed with the Securities
and Exchange Commission (the
‘‘Commission’’), pursuant to Section
19(b)(1) 1 of the Securities Exchange Act
of 1934 (the ‘‘Act’’) 2 and Rule 19b–4
thereunder,3 a proposal to make
permanent an amendment to the
continued listing requirements in
Section 802.01B of the Exchange’s
Listed Company Manual (the ‘‘Manual’’)
that is currently in effect on a pilot
program basis (the ‘‘Pilot Program’’). The
proposed rule change was published for
comment in the Federal Register on
March 12, 2010.4 The Commission
received no comments regarding the
proposal. This order approves the
proposed rule change.
srobinson on DSKHWCL6B1PROD with NOTICES
II. Description of the Proposal
The Exchange proposes to make its
Pilot Program permanent. Prior to the
adoption of the Pilot Program,5 Section
802.01B(I) of the Manual provided that
any company that qualified to list under
the Earnings Test set out in Section
102.01C(I) or in Section 103.01B(I) (in
the case of foreign private issuers) or
pursuant to the requirements set forth
under the Assets and Equity Test set
forth in Section 102.01C(IV) or the
‘‘Initial Listing Standard for Companies
Transferring from NYSE Arca’’ (the
‘‘NYSE Arca Transfer Standard’’) set
12 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.
4 See Securities Exchange Act Release No. 61657
(March 5, 2010), 75 FR 11970.
5 See Securities Exchange Act Release No. 59996
(May 28, 2009), 74 FR 26912 (June 4, 2009) (SR–
NYSE–2009–48) (the ‘‘Pilot Program Notice’’).
1 15
VerDate Nov<24>2008
18:25 Apr 21, 2010
Jkt 220001
forth in Section 102.01(C)(V) (the NYSE
Arca Transfer Standard expired by its
terms on August 31, 2009) was
considered to be below compliance
standards if such company’s average
global market capitalization over a
consecutive 30 trading-day period was
less than $75 million and, at the same
time, total stockholders’ equity was less
than $75 million. Under the Pilot
Program, companies that listed under
the initial listing standards set forth in
the immediately preceding sentence are
considered to be below compliance
standards if average global market
capitalization over a consecutive 30
trading-day period is less than $50
million and, at the same time, total
stockholders’ equity is less than $50
million.
The Pilot Program originally expired
by its terms on October 31, 2009, but the
Exchange extended its application for
an additional five months, until
February 28, 2010.6 NYSE filed an
immediately effective proposed rule
change to extend the Pilot Program for
a further four months, until June 30,
2010.7 This order approves the Pilot
Program on a permanent basis.
III. Discussion and Commission
Findings
After careful consideration, the
Commission finds that the proposed
rule change is consistent with the
requirements of the Act and the rules
and regulations thereunder applicable to
a national securities exchange 8 and, in
particular, the requirements of Section 6
of the Act.9 Specifically, the
Commission finds that the proposed
rule change is consistent with Section
6(b)(5) of the Act,10 which requires,
among other things, that the rules of a
national securities exchange be
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
6 See Securities Exchange Act Release No. 60911
(November 2, 2009), 74 FR 57730 (November 9,
2010) (SR–NYSE–2009–109).
7 See Securities Exchange Act Release No. 61609
(March 1, 2010), 75 FR 10336 (March 5, 2010) (SR–
NYSE–2010–13).
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.
10 15 U.S.C. 78f(b)(5).
PO 00000
Frm 00118
Fmt 4703
Sfmt 4703
public interest and are not designed to
permit unfair discrimination between
customers, issuers, brokers or dealers.
The development and enforcement of
adequate standards governing the initial
and continued listing of securities on an
exchange is an activity of critical
importance to financial markets and the
investing public. Listing standards serve
as a means for an exchange to screen
issuers and to provide listed status only
to bona fide companies that have, or in
the case of an initial public offering will
have, sufficient public float, investor
base, and trading interest to provide the
depth and liquidity necessary to
promote fair and orderly markets.
Adequate standards are especially
important given the expectations of
investors regarding exchange trading
and the imprimatur of listing on a
particular market. Once a security has
been approved for initial listing,
maintenance criteria allow an exchange
to monitor the status and trading
characteristics of that issue to ensure
that it continues to meet the exchange’s
standards for market depth and liquidity
so that fair and orderly markets can be
maintained.
The Commission believes that the
proposal to make permanent the Pilot
Program is reasonable and consistent
with the Act, and furthers investor
protection and the public interest.
Under the proposal, companies that
initially listed under the Earnings Test,
Assets and Equity Test, or NYSE Arca
Transfer Standard are considered to be
below compliance standards if average
global market capitalization over a
consecutive 30 trading-day period is
less than $50 million and, at the same
time, total stockholders’ equity is less
than $50 million. The Commission
notes that for companies listed under
the Earnings Test, the Pilot Program
returned continued listing requirements
to those in place prior to the higher
standards adopted on June 9, 2005.11
Thus, even prior to implementation of
the Pilot Program, the Exchange had had
considerable historical experience with
the continued listing of companies that
had continued to trade on the Exchange
with global market capitalization and
stockholders’ equity each below $75
million but greater than $50 million. In
addition, the Exchange represents that
its experience under the Pilot Program
has been very positive, as only one of
the companies that was deemed back in
compliance as a result of the adoption
11 See Securities Exchange Act Release No. 51813
(June 9, 2005), 70 FR 35484 (June 20, 2005) (SR–
NYSE–2004–20). The Assets and Equity Test set
forth in Section 102.01C(IV) and the NYSE Arca
Transfer Standard set forth in Section 102.01C(V)
were adopted subsequent to this amendment.
E:\FR\FM\22APN1.SGM
22APN1
Federal Register / Vol. 75, No. 77 / Thursday, April 22, 2010 / Notices
of the Pilot Program has subsequently
fallen below the standard as amended
by the Pilot Program as of the date of
this filing and only two additional
companies have been newly identified
as being below the Pilot Program
standard.
The Commission notes that the
continued listing standards as amended
by the Pilot Program are at least as
stringent as those of any other national
securities exchange. In addition, the
Exchange notes that the Commission
stated in the Pilot Program Notice12 that
it believed that the continued listing
standards adopted under the Pilot
Program met the requirements
established in Exchange Act Rule 3a51–
1(a)(2)(ii)13 in that they were reasonably
related to the initial listing standards set
forth in paragraph (a)(2)(i) of Exchange
Act Rule 3a51–1 (the ‘‘Penny Stock
Rule’’).14
Based on the above, the Commission
believes that permanent adoption of the
Pilot Program is appropriate and that
the continued listing standards,
although lower than the standards in
place prior to the Pilot Program, should
help to ensure that listed companies
continue to have adequate depth and
liquidity to maintain fair and orderly
markets for the protection of investors.
Consequently, the Commission believes
that the Pilot Program is consistent with
the Act.
IV. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,15 that the
proposed rule change (SR–NYSE–2010–
15) is hereby approved.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.16
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010–9358 Filed 4–21–10; 8:45 am]
srobinson on DSKHWCL6B1PROD with NOTICES
BILLING CODE 8011–01–P
12 See
the Pilot Program Notice at Note 5.
13 17 CFR 240.3a51–1(a)(2)(ii).
14 17 CFR 240.3a51–1(a)(2)(i).
15 15 U.S.C. 78s(b)(2).
16 17 CFR 200.30–3(a)(12).
VerDate Nov<24>2008
18:25 Apr 21, 2010
Jkt 220001
DEPARTMENT OF STATE
[Public Notice: 6969; Forms DS–3036, DS–
3037, and DS–7000; OMB No. 1405–0147]
60-Day Notice of Proposed Information
Collection: Recording, Reporting, and
Data Collection Requirements Under
22 CFR Part 62, the Exchange Visitor
Program—Student and Exchange
Visitor Information System (SEVIS)
ACTION: Notice of request for public
comments.
SUMMARY: The Department of State is
seeking Office of Management and
Budget (OMB) approval for the
information collection described below.
The purpose of this notice is to allow 60
days for public comment in the Federal
Register preceding submission to OMB.
We are conducting this process in
accordance with the Paperwork
Reduction Act of 1995.
• Title of Information Collection:
Recording, Reporting, and Data
Collection Requirements Under 22 CFR
Part 62 (DS–7000), the Exchange Visitor
Program Application (Form DS–3036);
and Update of Information on Exchange
Visitor Program Sponsor (Form DS–
3037).
• OMB Control Number: 1405–0147.
• Type of Request: Revision of a
Currently Approved Collection.
• Originating Office: Bureau of
Educational and Cultural Affairs, Office
of Designation, ECA/EC/D.
• Form Number: Forms DS–3036,
DS–3037 and DS–7000.
• Respondents: U.S. government and
public and private organizations
wishing to become Department of State
designated sponsors authorized to
conduct exchange visitor programs, and
Department of State designated
sponsors.
• Estimated Number of Respondents:
191,810 (DS–3036—150; DS–3037—
1460; DS–7000—190,200).
• Estimated Number of Responses:
1,623,447 (DS–3036—150; DS–3037—
2920; DS–7000—1,620,377).
• Average Hours per Response: DS–
3036—8 hours; DS–3037—20 minutes;
DS–7000—45 minutes.
• Total Estimated Burden: 1,323,260
(DS–3036—1200 hours; DS–3037—973
hours; DS–7000—1,321,087).
• Frequency: On Occasion.
• Obligation to Respond: Required to
Obtain or Retain a Benefit.
DATES: The Department will accept
comments from the public up to 60 days
from April 22, 2010.
ADDRESSES: You may submit comments
by any of the following methods:
• Persons with access to the Internet
may also view this notice and provide
PO 00000
Frm 00119
Fmt 4703
Sfmt 4703
21095
comments by going to the
regulations.gov Web site at: https://
www.regulations.gov/index.cfm.
• E-mail: JExchanges@State.gov
• Mail (paper, disk, or CD–ROM
submissions): U.S. Department of State,
ECA/EC/D, SA–5, Floor 5, 2200 C Street,
NW., Washington, DC 20522–0505,
ATTN: Federal Register Notice
Response.
You must include the DS form
number (if applicable), information
collection title, and OMB control
number in any correspondence.
FOR FURTHER INFORMATION CONTACT:
Direct requests for additional
information regarding the collection
listed in this notice, including requests
for copies of the proposed information
collection and supporting documents, to
Stanley S. Colvin, Deputy Assistant
Secretary for Private Sector Exchange,
ECA/EC/D, SA–5, Floor 5, Department
of State, 2200 C Street, NW.,
Washington, DC 20522–0505, who may
be reached on 202–632–2805 or at
JExchanges@State.gov.
We are
soliciting public comments to permit
the Department to:
• Evaluate whether the proposed
information collection is necessary for
the proper performance of our
functions.
• Evaluate the accuracy of our
estimate of the burden of the proposed
collection, including the validity of the
methodology and assumptions used.
• Enhance the quality, utility, and
clarity of the information to be
collected.
• Minimize the reporting burden on
those who are to respond, including the
use of automated collection techniques
or other forms of technology.
SUPPLEMENTARY INFORMATION:
Abstract of Proposed Collection
The collection is the continuation of
information collected and needed by the
Bureau of Educational and Cultural
Affairs in administering the Exchange
Visitor Program (J-Visa) under the
provisions of the Mutual Educational
and Cultural Exchange Act, as amended.
The forms have been revised to clarify
language used and remove unnecessary
data collection.
Methodology
Access to Forms DS–3036 and DS–
3037 are found in the Student and
Exchange Visitor Information System
(SEVIS).
E:\FR\FM\22APN1.SGM
22APN1
]]>Agencies
[Federal Register Volume 75, Number 77 (Thursday, April 22, 2010)]
[Notices]
[Pages 21094-21095]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-9358]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-61912; File No. SR-NYSE-2010-15]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Order Approving Proposed Rule Change Making Permanent the Exchange's
Pilot Program With Respect to Its Continued Listing Standards
April 15, 2010.
I. Introduction
On February 26, 2010, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') filed with the Securities and Exchange Commission (the
``Commission''), pursuant to Section 19(b)(1) \1\ of the Securities
Exchange Act of 1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ a
proposal to make permanent an amendment to the continued listing
requirements in Section 802.01B of the Exchange's Listed Company Manual
(the ``Manual'') that is currently in effect on a pilot program basis
(the ``Pilot Program''). The proposed rule change was published for
comment in the Federal Register on March 12, 2010.\4\ The Commission
received no comments regarding the proposal. This order approves the
proposed rule change.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78a.
\3\ 17 CFR 240.19b-4.
\4\ See Securities Exchange Act Release No. 61657 (March 5,
2010), 75 FR 11970.
---------------------------------------------------------------------------
II. Description of the Proposal
The Exchange proposes to make its Pilot Program permanent. Prior to
the adoption of the Pilot Program,\5\ Section 802.01B(I) of the Manual
provided that any company that qualified to list under the Earnings
Test set out in Section 102.01C(I) or in Section 103.01B(I) (in the
case of foreign private issuers) or pursuant to the requirements set
forth under the Assets and Equity Test set forth in Section 102.01C(IV)
or the ``Initial Listing Standard for Companies Transferring from NYSE
Arca'' (the ``NYSE Arca Transfer Standard'') set forth in Section
102.01(C)(V) (the NYSE Arca Transfer Standard expired by its terms on
August 31, 2009) was considered to be below compliance standards if
such company's average global market capitalization over a consecutive
30 trading-day period was less than $75 million and, at the same time,
total stockholders' equity was less than $75 million. Under the Pilot
Program, companies that listed under the initial listing standards set
forth in the immediately preceding sentence are considered to be below
compliance standards if average global market capitalization over a
consecutive 30 trading-day period is less than $50 million and, at the
same time, total stockholders' equity is less than $50 million.
---------------------------------------------------------------------------
\5\ See Securities Exchange Act Release No. 59996 (May 28,
2009), 74 FR 26912 (June 4, 2009) (SR-NYSE-2009-48) (the ``Pilot
Program Notice'').
---------------------------------------------------------------------------
The Pilot Program originally expired by its terms on October 31,
2009, but the Exchange extended its application for an additional five
months, until February 28, 2010.\6\ NYSE filed an immediately effective
proposed rule change to extend the Pilot Program for a further four
months, until June 30, 2010.\7\ This order approves the Pilot Program
on a permanent basis.
---------------------------------------------------------------------------
\6\ See Securities Exchange Act Release No. 60911 (November 2,
2009), 74 FR 57730 (November 9, 2010) (SR-NYSE-2009-109).
\7\ See Securities Exchange Act Release No. 61609 (March 1,
2010), 75 FR 10336 (March 5, 2010) (SR-NYSE-2010-13).
---------------------------------------------------------------------------
III. Discussion and Commission Findings
After careful consideration, the Commission finds that the proposed
rule change is consistent with the requirements of the Act and the
rules and regulations thereunder applicable to a national securities
exchange \8\ and, in particular, the requirements of Section 6 of the
Act.\9\ Specifically, the Commission finds that the proposed rule
change is consistent with Section 6(b)(5) of the Act,\10\ which
requires, among other things, that the rules of a national securities
exchange be 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
and are not designed to permit unfair discrimination between customers,
issuers, brokers or dealers.
---------------------------------------------------------------------------
\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.
\10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
The development and enforcement of adequate standards governing the
initial and continued listing of securities on an exchange is an
activity of critical importance to financial markets and the investing
public. Listing standards serve as a means for an exchange to screen
issuers and to provide listed status only to bona fide companies that
have, or in the case of an initial public offering will have,
sufficient public float, investor base, and trading interest to provide
the depth and liquidity necessary to promote fair and orderly markets.
Adequate standards are especially important given the expectations of
investors regarding exchange trading and the imprimatur of listing on a
particular market. Once a security has been approved for initial
listing, maintenance criteria allow an exchange to monitor the status
and trading characteristics of that issue to ensure that it continues
to meet the exchange's standards for market depth and liquidity so that
fair and orderly markets can be maintained.
The Commission believes that the proposal to make permanent the
Pilot Program is reasonable and consistent with the Act, and furthers
investor protection and the public interest. Under the proposal,
companies that initially listed under the Earnings Test, Assets and
Equity Test, or NYSE Arca Transfer Standard are considered to be below
compliance standards if average global market capitalization over a
consecutive 30 trading-day period is less than $50 million and, at the
same time, total stockholders' equity is less than $50 million. The
Commission notes that for companies listed under the Earnings Test, the
Pilot Program returned continued listing requirements to those in place
prior to the higher standards adopted on June 9, 2005.\11\ Thus, even
prior to implementation of the Pilot Program, the Exchange had had
considerable historical experience with the continued listing of
companies that had continued to trade on the Exchange with global
market capitalization and stockholders' equity each below $75 million
but greater than $50 million. In addition, the Exchange represents that
its experience under the Pilot Program has been very positive, as only
one of the companies that was deemed back in compliance as a result of
the adoption
[[Page 21095]]
of the Pilot Program has subsequently fallen below the standard as
amended by the Pilot Program as of the date of this filing and only two
additional companies have been newly identified as being below the
Pilot Program standard.
---------------------------------------------------------------------------
\11\ See Securities Exchange Act Release No. 51813 (June 9,
2005), 70 FR 35484 (June 20, 2005) (SR-NYSE-2004-20). The Assets and
Equity Test set forth in Section 102.01C(IV) and the NYSE Arca
Transfer Standard set forth in Section 102.01C(V) were adopted
subsequent to this amendment.
---------------------------------------------------------------------------
The Commission notes that the continued listing standards as
amended by the Pilot Program are at least as stringent as those of any
other national securities exchange. In addition, the Exchange notes
that the Commission stated in the Pilot Program Notice\12\ that it
believed that the continued listing standards adopted under the Pilot
Program met the requirements established in Exchange Act Rule 3a51-
1(a)(2)(ii)\13\ in that they were reasonably related to the initial
listing standards set forth in paragraph (a)(2)(i) of Exchange Act Rule
3a51-1 (the ``Penny Stock Rule'').\14\
---------------------------------------------------------------------------
\12\ See the Pilot Program Notice at Note 5.
\13\ 17 CFR 240.3a51-1(a)(2)(ii).
\14\ 17 CFR 240.3a51-1(a)(2)(i).
---------------------------------------------------------------------------
Based on the above, the Commission believes that permanent adoption
of the Pilot Program is appropriate and that the continued listing
standards, although lower than the standards in place prior to the
Pilot Program, should help to ensure that listed companies continue to
have adequate depth and liquidity to maintain fair and orderly markets
for the protection of investors. Consequently, the Commission believes
that the Pilot Program is consistent with the Act.
IV. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\15\ that the proposed rule change (SR-NYSE-2010-15) is hereby
approved.
---------------------------------------------------------------------------
\15\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\16\
---------------------------------------------------------------------------
\16\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-9358 Filed 4-21-10; 8:45 am]
BILLING CODE 8011-01-P
