Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Permit a One-Time Waiver of Late Fees Assessable Pursuant to FINRA Rule 6490, 74766-74768 [2010-30228]
Download as PDF
<![CDATA[
74766
Federal Register / Vol. 75, No. 230 / Wednesday, December 1, 2010 / Notices
FINRA–2008–067.51 Because FINRA has
already responded to the commenter’s
concerns in a separate letter that is
available on the SEC Web site,52 FINRA
will not re-address them in connection
with this filing.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Within 45 days of the date of
publication of this notice in the Federal
Register or within such longer period (i)
as the Commission may designate up to
90 days of such date if it finds such
longer period to be appropriate and
publishes its reasons for so finding or
(ii) as to which the self-regulatory
organization consents, the Commission
will:
(A) By order approve or disapprove
such proposed rule change, or
(B) Institute proceedings to determine
whether the proposed rule change
should be disapproved.
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 website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street, NE.,
Washington, DC 20549, on official
business days between the hours of
10 a.m. and 3 p.m. Copies of such filing
also will be available for inspection and
copying at the principal office of
FINRA. 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–FINRA–2010–061
and should be submitted on or before
December 22, 2010.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.53
Elizabeth M. Murphy,
Secretary.
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–FINRA–2010–061 on the
subject line.
jlentini on DSKJ8SOYB1PROD with NOTICES
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:
SECURITIES AND EXCHANGE
COMMISSION
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–FINRA–2010–061. 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
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
51 CAI.
52 See letter to Elizabeth M. Murphy, Secretary,
U.S. Securities and Exchange Commission, from
Adam H. Arkel, Assistant General Counsel, FINRA,
dated April 14, 2009. See also Partial Amendment
No. 2 to SR–FINRA–2008–067 (June 30, 2009).
VerDate Mar<15>2010
20:11 Nov 30, 2010
Jkt 223001
[FR Doc. 2010–30229 Filed 11–30–10; 8:45 am]
BILLING CODE 8011–01–P
[Release No. 34–63373; File No. SR–FINRA
2010–057]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change to Permit a One-Time
Waiver of Late Fees Assessable
Pursuant to FINRA Rule 6490
November 24, 2010.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on November
12, 2010, Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) filed with the
Securities and Exchange Commission
(the ‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by FINRA. FINRA has designated the
proposed rule change as constituting a
‘‘non-controversial’’ rule change under
paragraph (f)(6) of Rule 19b–4 under the
Act.3 The Commission is publishing this
notice to solicit comments on the
53 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 17 CFR 240.19b–4(f)(6).
1 15
PO 00000
Frm 00089
Fmt 4703
Sfmt 4703
proposed rule change from interested
persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
FINRA is filing the proposed rule
change to grant a one-time waiver of
certain late fees under FINRA Rule
6490. The proposed rule change would
not make any changes to the text of
FINRA Rule 6490.
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.
FINRA 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
On September 27, 2010, FINRA Rule
6490 (Processing of Company-Related
Actions) (the ‘‘Rule’’) became effective.4
The Rule codifies in the FINRA
rulebook a requirement that exists under
Rule 10b–17 of the Act.5 Specifically,
Rule 10b–17 of the Act requires that
issuers of a class of publicly traded
securities provide timely notice to
FINRA of certain corporate actions
(‘‘Company-Related Action Notice’’)
including, among other things, notice of
dividends or other distributions of cash
or securities, stock splits or reverse
splits or rights or subscription offerings.
The Rule clarifies the scope of FINRA’s
regulatory authority and discretionary
power when processing documents
related to announcements of companyrelated actions for non-exchange-listed
equity and debt securities, and
implements fees for these services.
Issuers must complete the necessary
forms and pay the applicable fees
4 See Exchange Act Release No. 62434 (July 1,
2010; 75 FR 39603 (July 9, 2010); SR–FINRA–2009–
089 (Order Approving Proposed FINRA Rule 6490
(Processing of Company-Related Actions) to Clarify
the Scope of FINRA’s Authority When Processing
Documents Related to Announcements for
Company-Related Actions for Non-Exchange Listed
Securities and To Implement Fees for Such
Services).
5 17 CFR 240.10b–17.
E:\FR\FM\01DEN1.SGM
01DEN1
Federal Register / Vol. 75, No. 230 / Wednesday, December 1, 2010 / Notices
jlentini on DSKJ8SOYB1PROD with NOTICES
within the required time periods or they
will be subject to late fees and delayed
processing of documents to announce
corporate actions.
FINRA is filing the proposed rule
change to grant a one-time waiver of
certain late fees under FINRA Rule
6490. Specifically, between September
27, 2010 and December 31, 2010 (‘‘the
waiver period’’), the first late CompanyRelated Action Notice submitted by an
issuer to FINRA will not be subject to
the Rule’s late fees.6 Instead, the issuer
will be charged $200 (the timely
submission fee) per Company-Related
Action Notice filed with FINRA.
Notwithstanding the significant
industry outreach undertaken by FINRA
in advance of implementation of the
new rule, some issuers (who are not
FINRA members) have reported to
FINRA that they were not aware that
Rule 6490 became effective on
September 27, 2010.7 However, FINRA
notes that issuers are obligated directly
by Rule 10b–17 of the Act to provide
FINRA with notice of certain companyrelated actions and are obligated under
that rule to do so in a timely fashion.
Nonetheless, FINRA has determined to
provide issuers with the proposed onetime waiver of late fees in the instant
case. FINRA expects to notify an issuer
that submits a late Company-Related
Action Notice that its submission is late
and that it has received a one-time
waiver of applicable late fees pursuant
to Rule 6490.
FINRA has filed the proposed rule
change for immediate effectiveness and
has requested that the SEC waive the
requirement that the proposed rule
change not become operative for 30 days
after the date of the filing, so that FINRA
6 This one-time waiver will apply to the first late
submission by an issuer for one (or more) class of
securities on a single day during the waiver period.
For example, if an issuer submits a late CompanyRelated Action Notice with respect to three separate
classes of securities on a single day during the
waiver period, the late fee will be waived for each
class. However, if an issuer has already received a
waiver with respect to one or more classes of
securities during the waiver period and, on a
different day during the waiver period, submits a
late Company-Related Action Notice with respect to
any class of its securities, another waiver will not
be granted.
7 FINRA notes that the rule filing proposing the
adoption of FINRA Rule 6490 was published in the
Federal Register for notice and comment. See supra
note 4. Following Commission approval, FINRA
published Regulatory Notice 10–038 announcing
approval of Rule 6490 and the September 27, 2010
effective date. In addition, FINRA engaged in
extensive outreach regarding the new Rule,
including by sending out letters to numerous
industry groups involved in issuer corporate
actions, sending out alerts via electronic platforms
used by market participants, and holding
conference calls with relevant parties. FINRA
expects that the percentage of late notifications will
decline over time.
VerDate Mar<15>2010
20:11 Nov 30, 2010
Jkt 223001
can implement the proposed rule
change immediately.
2. Statutory Basis
FINRA believes that the proposed rule
change is consistent with the provisions
of Section 15A(b)(5) of the Act,8 which
requires, among other things, that
FINRA rules provide for the equitable
allocation of reasonable dues, fees and
other charges among members and
issuers and other persons using any
facility or system that FINRA operates
or controls. FINRA believes that the
proposed rule change granting issuers a
one-time waiver of Company-Related
Action Notice late fees under FINRA
Rule 6490 promotes fairness by
providing issuers an additional
opportunity to understand their
obligations under Rule 6490, while
preserving the deterrent effect intended
by adoption of the late fees generally.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
FINRA 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 proposed rule
change does not significantly affect the
protection of investors or the public
interest, does not impose any significant
burden on competition, and, by its
terms, does not become operative for 30
days from the date on which it was
filed, or such shorter time as the
Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A) of the Act 9 and Rule 19b–
4(f)(6) thereunder.10
FINRA has requested that the
Commission waive the 30-day operative
delay because the proposed rule change
establishes a one-time waiver of certain
late fees under FINRA Rule 6490 and
8 15
U.S.C. 78o–3(b)(5).
U.S.C. 78s(b)(3)(A).
10 17 CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires the self-regulatory organization
to 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.
FINRA has satisfied this requirement.
9 15
PO 00000
Frm 00090
Fmt 4703
Sfmt 4703
74767
waiver of the 30 days would allow
FINRA to apply the fee waiver
immediately. The Commission believes
that waiver of the operative delay is
consistent with the protection of
investors and the public interest
because the proposal would promote
fairness by providing issuers an
additional opportunity during the
waiver period to understand their
obligations under Rule 6490 before
being subject to late fees. Therefore, the
Commission designates the proposal
operative upon filing.11
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend 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 rulecomments@sec.gov. Please include File
Number SR–FINRA–2010–057 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–FINRA–2010–057. 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
11 For 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).
E:\FR\FM\01DEN1.SGM
01DEN1
74768
Federal Register / Vol. 75, No. 230 / Wednesday, December 1, 2010 / Notices
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 Web site viewing and
printing 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
FINRA. 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–FINRA–2010–057 and
should be submitted on or before
December 22, 2010.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010–30228 Filed 11–30–10; 8:45 am]
Public Notice of these Determinations
be published in the Federal Register.
Due to funding constraints this Notice
of Intent is rescinded.
For
further information, including a list of
the exhibit objects, contact Paul W.
Manning, Attorney-Adviser, Office of
the Legal Adviser, U.S. Department of
State (telephone: 202–632–6469). The
mailing address is U.S. Department of
State, SA–5, L/PD, Fifth Floor (Suite
5H03), Washington, DC 20522–0505.
Andrew H. Hughes,
Division Administrator, Mississippi, Federal
Highway Administration, Jackson,
Mississippi.
Dated: November 22, 2010.
Ann Stock,
Assistant Secretary, Bureau of Educational
and Cultural Affairs, Department of State.
Surface Transportation Board
FOR FURTHER INFORMATION CONTACT:
[FR Doc. 2010–30118 Filed 11–30–10; 8:45 am]
BILLING CODE 4710–05–P
DEPARTMENT OF TRANSPORTATION
Federal Highway Administration
Rescinding the Notice of Intent for an
Environmental Impact Statement (EIS):
Washington and Bolivar Counties,
Mississippi Division
BILLING CODE 8011–01–P
AGENCY:
DEPARTMENT OF STATE
ACTION:
Federal Highway
Administration (FHWA), DOT.
Rescind Notice of Intent to
prepare an EIS.
[Public Notice: 7253]
Culturally Significant Objects Imported
for Exhibition Determinations:
‘‘Norwegian Painters’’
Notice is hereby given of the
following determinations: Pursuant to
the authority vested in me by the Act of
October 19, 1965 (79 Stat. 985; 22 U.S.C.
2459), Executive Order 12047 of March
27, 1978, the Foreign Affairs Reform and
Restructuring Act of 1998 (112 Stat.
2681, et seq.; 22 U.S.C. 6501 note, et
seq.), Delegation of Authority No. 234 of
October 1, 1999, and Delegation of
Authority No. 236–3 of August 28, 2000,
I hereby determine that the objects to be
included in the exhibition ‘‘Norwegian
Painters,’’ imported from abroad for
temporary exhibition within the United
States, are of cultural significance. The
objects are imported pursuant to loan
agreements with the foreign owners or
custodians. I also determine that the
exhibition or display of the exhibit
objects at the Metropolitan Museum of
Art, New York, New York, from on or
about December 15, 2010, until on or
about December 15, 2012, and at
possible additional exhibitions or
venues yet to be determined, is in the
national interest. I have ordered that
jlentini on DSKJ8SOYB1PROD with NOTICES
SUMMARY:
12 17
CFR 200.30–3(a)(12).
VerDate Mar<15>2010
20:11 Nov 30, 2010
Jkt 223001
This notice rescinds the
Notice of Intent for preparing an
Environmental Impact Statement (EIS)
for proposed highway to provide a
connection between U.S. Highway 82
Bypass and Interstate 69 in Washington
and Bolivar Counties, Mississippi, is
terminated. The original Notice of Intent
for this EIS process was published in
the Federal Register on November 29,
2005.
SUMMARY:
FOR FURTHER INFORMATION CONTACT:
Claiborne Barnwell, Project
Development Team Leader, Federal
Highway Administration, Mississippi
Division, 100 West Capitol Street, Suite
1026, Jackson, Mississippi 39269,
Telephone: (601) 965–4217.
SUPPLEMENTARY INFORMATION:
Background
The Federal Highway Administration
(FHWA) in cooperation with the
Mississippi Department of
Transportation (MDOT) initiated an
Environmental Impact Statement (EIS)
with a Notice of Intent November 29,
2005, to provide a connector road, to be
built to interstate standards, between
the U.S. Highway 82 Bypass in
Greenville and Interstate 69 near Benoit.
PO 00000
Frm 00091
Fmt 4703
Sfmt 4703
[FR Doc. 2010–30024 Filed 11–30–10; 8:45 am]
BILLING CODE M
DEPARTMENT OF TRANSPORTATION
[Docket No. FD 35433]
Madison Terminal Railway, LLC—
Lease and Operation Exemption—Line
of Railroad in Dane County, WI
Madison Terminal Railway, LLC
(MTR), a noncarrier, has filed a verified
notice of exemption, under 49 CFR
1150.31, to lease and operate an existing
0.3-mile industrial spur owned by LN
Real Estate, LLC, a noncarrier. The
industrial spur originates at the
connection with the Union Pacific
Railroad Company’s (UP) Cottage Grove
Industrial Lead at milepost 78.02 in
Madison, WI, and is located entirely
within the property of ProBuild
Holding, LLC (ProBuild), which
currently leases the line.1 UP’s Cottage
Grove Industrial Lead is currently
operated by the Wisconsin & Southern
Railroad Company (WSOR) pursuant to
a lease agreement authorized in
Wisconsin & Southern Railroad—Lease
& Operation Exemption—Union Pacific
Railroad, FD 33139 (STB served Oct. 30,
1996).
MTR states that it will shortly execute
an agreement with ProBuild to sub-lease
the unused existing industrial spur to
revive railroad services on the spur and
operate as an independent common
carrier performing transloading service
for potential railroad freight customers
at the proposed transload facility. MTR
further states that it expects to enter into
an interchange agreement with WSOR to
provide inbound and outbound rail
freight transportation services to MTR’s
transload facility, but it will not operate
on UP’s line and will confine its
operations to its line of railroad within
the proposed transload facility. As a
result of the transaction, MTR states that
it will become a Class III carrier of an
existing industrial spur that will be
converted to a common carrier line of
railroad that connects with UP’s existing
line.2
1 According to MTR, there are no mileposts for
the existing 0.3 mile industrial spur.
2 On November 17, 2010, MTR filed an
amendment to correct references in its notice of
exemption to MTR’s reporting marks and The
E:\FR\FM\01DEN1.SGM
01DEN1
]]>Agencies
[Federal Register Volume 75, Number 230 (Wednesday, December 1, 2010)]
[Notices]
[Pages 74766-74768]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-30228]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-63373; File No. SR-FINRA 2010-057]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing and Immediate Effectiveness of
Proposed Rule Change to Permit a One-Time Waiver of Late Fees
Assessable Pursuant to FINRA Rule 6490
November 24, 2010.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on November 12, 2010, Financial Industry Regulatory Authority,
Inc. (``FINRA'') filed with the Securities and Exchange Commission (the
``Commission'') the proposed rule change as described in Items I and II
below, which Items have been prepared by FINRA. FINRA has designated
the proposed rule change as constituting a ``non-controversial'' rule
change under paragraph (f)(6) of Rule 19b-4 under the Act.\3\ 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).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
FINRA is filing the proposed rule change to grant a one-time waiver
of certain late fees under FINRA Rule 6490. The proposed rule change
would not make any changes to the text of FINRA Rule 6490.
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. FINRA 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
On September 27, 2010, FINRA Rule 6490 (Processing of Company-
Related Actions) (the ``Rule'') became effective.\4\ The Rule codifies
in the FINRA rulebook a requirement that exists under Rule 10b-17 of
the Act.\5\ Specifically, Rule 10b-17 of the Act requires that issuers
of a class of publicly traded securities provide timely notice to FINRA
of certain corporate actions (``Company-Related Action Notice'')
including, among other things, notice of dividends or other
distributions of cash or securities, stock splits or reverse splits or
rights or subscription offerings. The Rule clarifies the scope of
FINRA's regulatory authority and discretionary power when processing
documents related to announcements of company-related actions for non-
exchange-listed equity and debt securities, and implements fees for
these services. Issuers must complete the necessary forms and pay the
applicable fees
[[Page 74767]]
within the required time periods or they will be subject to late fees
and delayed processing of documents to announce corporate actions.
---------------------------------------------------------------------------
\4\ See Exchange Act Release No. 62434 (July 1, 2010; 75 FR
39603 (July 9, 2010); SR-FINRA-2009-089 (Order Approving Proposed
FINRA Rule 6490 (Processing of Company-Related Actions) to Clarify
the Scope of FINRA's Authority When Processing Documents Related to
Announcements for Company-Related Actions for Non-Exchange Listed
Securities and To Implement Fees for Such Services).
\5\ 17 CFR 240.10b-17.
---------------------------------------------------------------------------
FINRA is filing the proposed rule change to grant a one-time waiver
of certain late fees under FINRA Rule 6490. Specifically, between
September 27, 2010 and December 31, 2010 (``the waiver period''), the
first late Company-Related Action Notice submitted by an issuer to
FINRA will not be subject to the Rule's late fees.\6\ Instead, the
issuer will be charged $200 (the timely submission fee) per Company-
Related Action Notice filed with FINRA.
---------------------------------------------------------------------------
\6\ This one-time waiver will apply to the first late submission
by an issuer for one (or more) class of securities on a single day
during the waiver period. For example, if an issuer submits a late
Company-Related Action Notice with respect to three separate classes
of securities on a single day during the waiver period, the late fee
will be waived for each class. However, if an issuer has already
received a waiver with respect to one or more classes of securities
during the waiver period and, on a different day during the waiver
period, submits a late Company-Related Action Notice with respect to
any class of its securities, another waiver will not be granted.
---------------------------------------------------------------------------
Notwithstanding the significant industry outreach undertaken by
FINRA in advance of implementation of the new rule, some issuers (who
are not FINRA members) have reported to FINRA that they were not aware
that Rule 6490 became effective on September 27, 2010.\7\ However,
FINRA notes that issuers are obligated directly by Rule 10b-17 of the
Act to provide FINRA with notice of certain company-related actions and
are obligated under that rule to do so in a timely fashion.
Nonetheless, FINRA has determined to provide issuers with the proposed
one-time waiver of late fees in the instant case. FINRA expects to
notify an issuer that submits a late Company-Related Action Notice that
its submission is late and that it has received a one-time waiver of
applicable late fees pursuant to Rule 6490.
---------------------------------------------------------------------------
\7\ FINRA notes that the rule filing proposing the adoption of
FINRA Rule 6490 was published in the Federal Register for notice and
comment. See supra note 4. Following Commission approval, FINRA
published Regulatory Notice 10-038 announcing approval of Rule 6490
and the September 27, 2010 effective date. In addition, FINRA
engaged in extensive outreach regarding the new Rule, including by
sending out letters to numerous industry groups involved in issuer
corporate actions, sending out alerts via electronic platforms used
by market participants, and holding conference calls with relevant
parties. FINRA expects that the percentage of late notifications
will decline over time.
---------------------------------------------------------------------------
FINRA has filed the proposed rule change for immediate
effectiveness and has requested that the SEC waive the requirement that
the proposed rule change not become operative for 30 days after the
date of the filing, so that FINRA can implement the proposed rule
change immediately.
2. Statutory Basis
FINRA believes that the proposed rule change is consistent with the
provisions of Section 15A(b)(5) of the Act,\8\ which requires, among
other things, that FINRA rules provide for the equitable allocation of
reasonable dues, fees and other charges among members and issuers and
other persons using any facility or system that FINRA operates or
controls. FINRA believes that the proposed rule change granting issuers
a one-time waiver of Company-Related Action Notice late fees under
FINRA Rule 6490 promotes fairness by providing issuers an additional
opportunity to understand their obligations under Rule 6490, while
preserving the deterrent effect intended by adoption of the late fees
generally.
---------------------------------------------------------------------------
\8\ 15 U.S.C. 78o-3(b)(5).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
FINRA 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 proposed rule change does not significantly
affect the protection of investors or the public interest, does not
impose any significant burden on competition, and, by its terms, does
not become operative for 30 days from the date on which it was filed,
or such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \9\ and Rule 19b-
4(f)(6) thereunder.\10\
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78s(b)(3)(A).
\10\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the self-regulatory organization to 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. FINRA has satisfied this requirement.
---------------------------------------------------------------------------
FINRA has requested that the Commission waive the 30-day operative
delay because the proposed rule change establishes a one-time waiver of
certain late fees under FINRA Rule 6490 and waiver of the 30 days would
allow FINRA to apply the fee waiver immediately. The Commission
believes that waiver of the operative delay is consistent with the
protection of investors and the public interest because the proposal
would promote fairness by providing issuers an additional opportunity
during the waiver period to understand their obligations under Rule
6490 before being subject to late fees. Therefore, the Commission
designates the proposal operative upon filing.\11\
---------------------------------------------------------------------------
\11\ For 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).
---------------------------------------------------------------------------
At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend 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-FINRA-2010-057 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-FINRA-2010-057. 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
[[Page 74768]]
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 Web site viewing and
printing 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 FINRA. 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-FINRA-2010-057 and should be
submitted on or before December 22, 2010.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
---------------------------------------------------------------------------
\12\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-30228 Filed 11-30-10; 8:45 am]
BILLING CODE 8011-01-P
