Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Amending Section 501.00 of the Listed Company Manual To Expand the Waiver Provision To Apply to Foreign Issuers, 56244-56246 [2011-23169]
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Federal Register / Vol. 76, No. 176 / Monday, September 12, 2011 / Notices
should contact Ms. Holiday using the
information below. The meeting will
also be webcast live: https://
www.nrc.gov/public-involve/publicmeetings/webcast-live.html.
Contact Information: Sophie J.
Holiday, e-mail:
sophie.holiday@nrc.gov, telephone:
(301) 415–7865.
Conduct of the Meeting
Leon S. Malmud, M.D., will chair the
meeting. Dr. Malmud will conduct the
meeting in a manner that will facilitate
the orderly conduct of business. The
following procedures apply to public
participation in the meeting:
1. Persons who wish to provide a
written statement should submit an
electronic copy to Ms. Holiday at the
contact information listed above. All
submittals must be received by
September 16, 2011, and must pertain to
the topic on the agenda for the meeting.
2. Questions and comments from
members of the public will be permitted
during the meeting, at the discretion of
the Chairman.
3. The draft transcript will be
available on ACMUI’s Web site (https://
www.nrc.gov/reading-rm/doccollections/acmui/tr/) on or about
October 25, 2011. A meeting summary
will be available on ACMUI’s Web site
(https://www.nrc.gov/reading-rm/doccollections/acmui/meeting-summaries/)
on or about November 4, 2011.
4. Persons who require special
services, such as those for the hearing
impaired, should notify Ms. Holiday of
their planned attendance.
This meeting will be held in
accordance with the Atomic Energy Act
of 1954, as amended (primarily Section
161a); the Federal Advisory Committee
Act (5 U.S.C. App); and the
Commission’s regulations in Title 10,
U.S. Code of Federal Regulations, part 7.
Dated: September 6, 2011.
Annette L. Vietti-Cook,
Secretary of the Commission.
[FR Doc. 2011–23211 Filed 9–9–11; 8:45 am]
SECURITIES AND EXCHANGE
COMMISSION
mstockstill on DSK4VPTVN1PROD with NOTICES
Sunshine Act Meeting
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Public Law 94–409, that
the Securities and Exchange
Commission will hold a Closed Meeting
on Thursday, September 15, 2011 at 2
p.m.
Commissioners, Counsel to the
Commissioners, the Secretary to the
16:36 Sep 09, 2011
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Institution and settlement of injunctive
actions;
Institution and settlement of administrative
proceedings;
Adjudicatory matters; and
Other matters relating to enforcement
proceedings.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
For further information and to
ascertain what, if any, matters have been
added, deleted or postponed, please
contact:
The Office of the Secretary at (202)
551–5400.
Dated: September 8, 2011.
Elizabeth M. Murphy,
Secretary.
lack of current and accurate information
concerning the securities of Quantum
Group, Inc. (The) because it has not
filed any periodic reports since the
period ended July 31, 2009.
It appears to the Securities and
Exchange Commission that there is a
lack of current and accurate information
concerning the securities of Tradequest
International, Inc. because it has not
filed any periodic reports since the
period ended September 30, 2007.
The Commission is of the opinion that
the public interest and the protection of
investors require a suspension of trading
in the securities of the above-listed
companies. Therefore, it is ordered,
pursuant to Section 12(k) of the
Securities Exchange Act of 1934, that
trading in the securities of the abovelisted companies is suspended for the
period from 9:30 a.m. EDT on
September 8, 2011, through 11:59 p.m.
EDT on September 21, 2011.
By the Commission.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2011–23307 Filed 9–8–11; 11:15 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–65264; File No. SR–NYSE–
2011–44]
SECURITIES AND EXCHANGE
COMMISSION
Self-Regulatory Organizations; New
York Stock Exchange LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change Amending
Section 501.00 of the Listed Company
Manual To Expand the Waiver
Provision To Apply to Foreign Issuers
[File No. 500–1]
September 6, 2011.
[FR Doc. 2011–23319 Filed 9–8–11; 4:15 pm]
BILLING CODE 8011–01–P
Dialpoint Communications Corp.,
Pacel Corp., Quantum Group, Inc.
(The), and Tradequest International,
Inc.; Order of Suspension of Trading
September 8, 2011.
BILLING CODE 7590–01–P
VerDate Mar<15>2010
Commission, and recording secretaries
will attend the Closed Meeting. Certain
staff members who have an interest in
the matters also may be present.
The General Counsel of the
Commission, or his designee, has
certified that, in his opinion, one or
more of the exemptions set forth in 5
U.S.C. 552b(c)(3), (5), (7), 9(B) and (10)
and 17 CFR 200.402(a)(3), (5), (7), 9(ii)
and (10), permit consideration of the
scheduled matters at the Closed
Meeting.
Commissioner Paredes, as duty
officer, voted to consider the items
listed for the Closed Meeting in a closed
session.
The subject matter of the Closed
Meeting scheduled for Thursday,
September 15, 2011 will be:
It appears to the Securities and
Exchange Commission that there is a
lack of current and accurate information
concerning the securities of Dialpoint
Communications Corp. because it has
not filed any periodic reports since the
period ended September 30, 2008.
It appears to the Securities and
Exchange Commission that there is a
lack of current and accurate information
concerning the securities of Pacel Corp.
because it has not filed any periodic
reports since the period ended
September 30, 2006.
It appears to the Securities and
Exchange Commission that there is a
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Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 notice is hereby given that on
August 22, 2011, New York Stock
Exchange LLC (‘‘NYSE’’) filed with the
Securities and Exchange Commission
(‘‘Commission’’) the proposed rule
change described in Items I and II
below, which items have been prepared
primarily by NYSE.2 NYSE filed the
proposed rule change pursuant to
Section 19(b)(3)(A)(iii) and Rule 19b–
4(f)(6) thereunder so that the proposed
rule change was effective upon filing
with the Commission.3 The Commission
is publishing this notice to solicit
1 15
U.S.C. 78s(b)(1).
text of the proposed rule change is attached
as Exhibit 5 to NYSE’s filing, which is available at
https://www.nyse.com.
3 15 U.S.C. 78s(b)(3)(A)(iii) and 17 CFR 240.19b–
4(f)(6).
2 The
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Federal Register / Vol. 76, No. 176 / Monday, September 12, 2011 / Notices
comments on the proposed rule change
from interested parties.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
NYSE proposes to amend Section
501.00 of the NYSE’s Listed Company
Manual (‘‘Manual’’) to expand the
waiver provision so that it applies to all
‘‘foreign issuers’’ that otherwise qualify
for the waiver rather than just to
‘‘foreign private issuers.’’
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
NYSE 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. NYSE has prepared
summaries, set forth in sections (A), (B),
and (C) below, of the most significant
aspects of these statements.4
(A) Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
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1. Purpose
Section 501.00 of the Manual
provides that all securities listed on
NYSE (with the exception of securities
which are specifically permitted to be
book-entry only) must be eligible for a
direct registration system (‘‘DRS’’)
operated by a securities depository.5
When Section 501.00 was initially
adopted, NYSE recognized that the laws
or regulations of certain foreign
countries might make it impossible for
companies or listing applicants
incorporated in those countries to
comply with the DRS eligibility
requirement of Section 501.00.
Consequently, the current rule contains
a provision providing that NYSE would
waive the application of Section 501.00
to any listed company that is a ‘‘foreign
private issuer’’ 6 that submits to NYSE a
4 The Commission has modified the text of the
summaries prepared by NYSE.
5 Section 501.01 of the Manual provides that a
‘‘securities depository’’ means a clearing agency, as
defined in Section 3(a)(23) of the Securities
Exchange Act of 1934, that is registered with the
Securities and Exchange Commission pursuant to
Section 17A(b)(2) of that Act.
6 The term ‘‘foreign private issuer’’ as used in
Section 501.00 has the meaning set forth in
Securities Exchange Act Rule 3b–4. Under Rule 3b–
4, the term ‘‘foreign private issuer’’ means any
foreign issuer other than a foreign government
except for an issuer meeting the following
conditions as of the last business day of its most
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16:36 Sep 09, 2011
Jkt 223001
letter from an independent home
country counsel certifying that a home
country law or regulation prohibits such
compliance. NYSE now proposes to
amend the waiver provision to extend
its application to all ‘‘foreign issuers’’ as
that term is used in Securities Exchange
Act Rule 3b–4,7 rather than only to
‘‘foreign private issuers.’’ NYSE believes
this amendment is necessary because
the same legal or regulatory
impediments to DRS eligibility exist for
a ‘‘foreign issuer’’ that is incorporated in
a foreign jurisdiction but that does not
qualify for ‘‘foreign private issuer’’
status exists for a ‘‘foreign private
issuer’’ incorporated in the same
jurisdiction that is currently eligible to
use the waiver provision in Section
501.00. Absent this extension of the
scope of the waiver provision, the DRS
eligibility requirement would render it
impossible for a ‘‘foreign issuer’’ to list
if it was not a ‘‘foreign private issuer’’
but was incorporated in a foreign
jurisdiction whose law or regulation
made compliance with Section 501.00
impossible.
NYSE rules provide limited
exemptions with respect to corporate
governance practices and interim
earnings reporting for ‘‘foreign private
issuers.’’ 8 NYSE does not intend to
expand the scope of such relief to
‘‘foreign issuers’’ that do not qualify for
‘‘foreign private issuer’’ status.
However, NYSE believes that the
proposed amendment to Section 501.00
is appropriate in light of the specific
and discrete problem faced by ‘‘foreign
issuers’’ that are not ‘‘foreign private
issuers’’ but that are prohibited by home
country law or regulation from
becoming DRS eligible.
2. Statutory Basis
The proposed rule change is
consistent with Section 6(b) 9 of the Act
of 1934, in general, and furthers the
objectives of Section 6(b)(5) of the Act,10
in particular in that it is designed to
prevent fraudulent and manipulative
recently completed second fiscal quarter: (a) More
than 50 percent of the issuer’s outstanding voting
securities are directly or indirectly held of record
by residents of the United States and (b) Any of the
following: (i) the majority of the executive officers
or directors are United States citizens or residents;
(ii) more than 50 percent of the assets of the issuer
are located in the United States; or (iii) the business
of the issuer is administered principally in the
United States.
7 For purposes of Securities Exchange Act Rule
3b–4, the term ‘‘foreign issuer’’ means any issuer
which is a foreign government, a national of any
foreign country, or a corporation or other
organization incorporated or organized under the
laws of any foreign country.
8 Section 103.00 of the Manual.
9 15 U.S.C. 78f(b).
10 15 U.S.C. 78f(b)(5).
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56245
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. NYSE
believes that the proposed amendment
is also consistent with the investor
protection objectives of the Act in that
it will provide a very limited exception
to the DRS eligibility requirement of
Section 501.00 that will be available
only to ‘‘foreign issuers’’ that provide a
letter from home country counsel
certifying that compliance with that
requirement is prohibited by home
country law or regulation.
(B) Self-Regulatory Organization’s
Statement on Burden on Competition
NYSE does not believe that the
proposed rule change will impose any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act.
(C) Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments relating to the
proposed rule change have been
solicited or received. NYSE will notify
the Commission of any written
comments received by NYSE.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
NYSE has filed the proposed rule
change pursuant to Section
19(b)(3)(A)(iii) of the Act 11 and Rule
19b–4(f)(6) thereunder.12 Because the
proposed rule change does not: (i)
Significantly affect the protection of
investors or the public interest; (ii)
impose any significant burden on
competition; and (iii) by its terms, does
not become operative for 30 days after
the date of the 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)(iii) of the Act 13 and Rule
19b–4(f)(6) thereunder.
A proposed rule change filed under
Rule 19b–4(f)(6) 14 normally does not
11 15
U.S.C. 78(b)(3)(A)(iii).
CFR 240.19b–4(f)(6).
13 15 U.S.C. 78(b)(3)(A)(iii).
14 17 CFR 240.19b–4(f)(6).
12 17
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Federal Register / Vol. 76, No. 176 / Monday, September 12, 2011 / Notices
become operative prior to 30 days after
the date of the filing. However, pursuant
to Rule 19b–4(f)(6)(iii),15 the
Commission may designate a shorter
time if such action is consistent with the
protection of investors and the public
interest. NYSE has requested that the
Commission waive the 30-day delayed
operative date so that the proposed rule
change may take effect upon filing with
the Commission pursuant to Section
19(b)(3)(A) and Rule 19b–4(f)(6)
thereunder and also become operative
on the same date. NYSE believes that
the waiver of the 30-day operative delay
is consistent with the protection of
investors and the public interest
because the proposed change is of a
limited scope consistent with relief
currently applicable to foreign private
issuers and because it would facilitate a
prompt listing of securities on NYSE
that may otherwise be subject to
conflicts based on the listing company’s
home country law or regulation.16
The Commission has determined that
waiving the 30-day operative delay of
NYSE’s proposal is consistent with the
protection of investors and the public
interest because we concur with NYSE’s
assessment that the amendment is of a
limited scope consistent with relief
currently applicable to foreign private
issuers and that it would facilitate a
prompt listing of securities on NYSE
that may otherwise be subject to
conflicts based on the listing company’s
home country law or regulation.17
Accordingly, the Commission waives
the 30-day operative delay requirement
and designates the proposed rule change
to be operative upon filing with the
Commission.
At any time within sixty days of the
filing of such 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
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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.
15 17
CFR 240.19b–4(f)(6)(iii).
16 NYSE’s justification for the waiver of the 30day operative delay was modified in part based on
a telephone call with John Carey, Chief Counsel,
NYSE, and Susan Petersen, Special Counsel,
Commission (September 2, 2011).
17 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).
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16:36 Sep 09, 2011
Jkt 223001
Comments may be submitted by any of
the following methods:
SECURITIES AND EXCHANGE
COMMISSION
Electronic Comments
[Release No. 34–65268; File No. SR–CHX–
2011–25]
• 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–NYSE–2011–44 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–NYSE–2011–44. 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 Web site viewing and
printing in the Commission’s Public
Reference Section, 100 F Street, NE.,
Washington, DC 20549, on official
business days between the hours of 10
a.m. and 3 p.m. Copies of such filings
also will be available for inspection and
copying at the principal office of NYSE
and on NYSE’s Web site, https://
www.nyse.com. All comments received
will be posted without change; the
Commission does not edit personal
identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should refer to File Number SR–NYSE–
2011–44 and should be submitted on or
before October 3, 2011.
For the Commission by the Division of
Trading and Markets, pursuant to delegated
authority.18
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011–23169 Filed 9–9–11; 8:45 am]
BILLING CODE 8011–01–P
18 17
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Fmt 4703
September 6, 2011.
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 August
25, 2011, the Chicago Stock Exchange,
Inc. (‘‘CHX’’ or ‘‘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 prepared by the Exchange.
CHX has filed the proposal pursuant to
Section 19(b)(3)(A) of the Act 3 and Rule
19b–4(f)(2) thereunder,4 which renders
the proposal effective upon filing with
the Commission. 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 CHX proposes to amend its
Schedule of Fees and Assessments (the
‘‘Fee Schedule’’), effective September 1,
2011, relating to its order cancellation
fee for Participants entering and
subsequently cancelling orders under
certain circumstances. The text of this
proposed rule change is available on the
Exchange’s Web site at https://
www.chx.com/rules/proposed_rules.htm
and in the Commission’s Public
Reference Room, 100 F Street, NE.,
Washington, DC 20549.
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
CHX included statements concerning
the purpose of and basis for the
proposed rule changes and discussed
any comments it received regarding the
proposal. The text of these statements
may be examined at the places specified
in Item IV below. The CHX has prepared
summaries, set forth in sections A, B
and C below, of the most significant
aspects of such statements.
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A).
4 17 CFR 240.19b–4(f)(2).
2 17
CFR 200.30–3(a)(12).
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Chicago Stock Exchange, Inc.; Notice
of Filing and Immediate Effectiveness
of Proposed Rule Change To Alter
Cancellation Fee
Sfmt 4703
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]]>Agencies
[Federal Register Volume 76, Number 176 (Monday, September 12, 2011)]
[Notices]
[Pages 56244-56246]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-23169]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-65264; File No. SR-NYSE-2011-44]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change
Amending Section 501.00 of the Listed Company Manual To Expand the
Waiver Provision To Apply to Foreign Issuers
September 6, 2011.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on August 22, 2011, New York
Stock Exchange LLC (``NYSE'') filed with the Securities and Exchange
Commission (``Commission'') the proposed rule change described in Items
I and II below, which items have been prepared primarily by NYSE.\2\
NYSE filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) and Rule 19b-4(f)(6) thereunder so that the proposed
rule change was effective upon filing with the Commission.\3\ The
Commission is publishing this notice to solicit
[[Page 56245]]
comments on the proposed rule change from interested parties.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ The text of the proposed rule change is attached as Exhibit
5 to NYSE's filing, which is available at https://www.nyse.com.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii) and 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
NYSE proposes to amend Section 501.00 of the NYSE's Listed Company
Manual (``Manual'') to expand the waiver provision so that it applies
to all ``foreign issuers'' that otherwise qualify for the waiver rather
than just to ``foreign private issuers.''
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, NYSE 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. NYSE has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of these
statements.\4\
---------------------------------------------------------------------------
\4\ The Commission has modified the text of the summaries
prepared by NYSE.
---------------------------------------------------------------------------
(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Section 501.00 of the Manual provides that all securities listed on
NYSE (with the exception of securities which are specifically permitted
to be book-entry only) must be eligible for a direct registration
system (``DRS'') operated by a securities depository.\5\ When Section
501.00 was initially adopted, NYSE recognized that the laws or
regulations of certain foreign countries might make it impossible for
companies or listing applicants incorporated in those countries to
comply with the DRS eligibility requirement of Section 501.00.
Consequently, the current rule contains a provision providing that NYSE
would waive the application of Section 501.00 to any listed company
that is a ``foreign private issuer'' \6\ that submits to NYSE a letter
from an independent home country counsel certifying that a home country
law or regulation prohibits such compliance. NYSE now proposes to amend
the waiver provision to extend its application to all ``foreign
issuers'' as that term is used in Securities Exchange Act Rule 3b-4,\7\
rather than only to ``foreign private issuers.'' NYSE believes this
amendment is necessary because the same legal or regulatory impediments
to DRS eligibility exist for a ``foreign issuer'' that is incorporated
in a foreign jurisdiction but that does not qualify for ``foreign
private issuer'' status exists for a ``foreign private issuer''
incorporated in the same jurisdiction that is currently eligible to use
the waiver provision in Section 501.00. Absent this extension of the
scope of the waiver provision, the DRS eligibility requirement would
render it impossible for a ``foreign issuer'' to list if it was not a
``foreign private issuer'' but was incorporated in a foreign
jurisdiction whose law or regulation made compliance with Section
501.00 impossible.
---------------------------------------------------------------------------
\5\ Section 501.01 of the Manual provides that a ``securities
depository'' means a clearing agency, as defined in Section 3(a)(23)
of the Securities Exchange Act of 1934, that is registered with the
Securities and Exchange Commission pursuant to Section 17A(b)(2) of
that Act.
\6\ The term ``foreign private issuer'' as used in Section
501.00 has the meaning set forth in Securities Exchange Act Rule 3b-
4. Under Rule 3b-4, the term ``foreign private issuer'' means any
foreign issuer other than a foreign government except for an issuer
meeting the following conditions as of the last business day of its
most recently completed second fiscal quarter: (a) More than 50
percent of the issuer's outstanding voting securities are directly
or indirectly held of record by residents of the United States and
(b) Any of the following: (i) the majority of the executive officers
or directors are United States citizens or residents; (ii) more than
50 percent of the assets of the issuer are located in the United
States; or (iii) the business of the issuer is administered
principally in the United States.
\7\ For purposes of Securities Exchange Act Rule 3b-4, the term
``foreign issuer'' means any issuer which is a foreign government, a
national of any foreign country, or a corporation or other
organization incorporated or organized under the laws of any foreign
country.
---------------------------------------------------------------------------
NYSE rules provide limited exemptions with respect to corporate
governance practices and interim earnings reporting for ``foreign
private issuers.'' \8\ NYSE does not intend to expand the scope of such
relief to ``foreign issuers'' that do not qualify for ``foreign private
issuer'' status. However, NYSE believes that the proposed amendment to
Section 501.00 is appropriate in light of the specific and discrete
problem faced by ``foreign issuers'' that are not ``foreign private
issuers'' but that are prohibited by home country law or regulation
from becoming DRS eligible.
---------------------------------------------------------------------------
\8\ Section 103.00 of the Manual.
---------------------------------------------------------------------------
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) \9\ of the
Act of 1934, in general, and furthers the objectives of Section 6(b)(5)
of the Act,\10\ 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. NYSE believes that the
proposed amendment is also consistent with the investor protection
objectives of the Act in that it will provide a very limited exception
to the DRS eligibility requirement of Section 501.00 that will be
available only to ``foreign issuers'' that provide a letter from home
country counsel certifying that compliance with that requirement is
prohibited by home country law or regulation.
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(5).
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(B) Self-Regulatory Organization's Statement on Burden on Competition
NYSE does not believe that the proposed rule change will impose any
burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act.
(C) Self-Regulatory Organization's Statement on Comments on the
Proposed Rule Change Received From Members, Participants, or Others
No written comments relating to the proposed rule change have been
solicited or received. NYSE will notify the Commission of any written
comments received by NYSE.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
NYSE has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \11\ and Rule 19b-4(f)(6) thereunder.\12\
Because the proposed rule change does not: (i) Significantly affect the
protection of investors or the public interest; (ii) impose any
significant burden on competition; and (iii) by its terms, does not
become operative for 30 days after the date of the 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)(iii) of the
Act \13\ and Rule 19b-4(f)(6) thereunder.
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\11\ 15 U.S.C. 78(b)(3)(A)(iii).
\12\ 17 CFR 240.19b-4(f)(6).
\13\ 15 U.S.C. 78(b)(3)(A)(iii).
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A proposed rule change filed under Rule 19b-4(f)(6) \14\ normally
does not
[[Page 56246]]
become operative prior to 30 days after the date of the filing.
However, pursuant to Rule 19b-4(f)(6)(iii),\15\ the Commission may
designate a shorter time if such action is consistent with the
protection of investors and the public interest. NYSE has requested
that the Commission waive the 30-day delayed operative date so that the
proposed rule change may take effect upon filing with the Commission
pursuant to Section 19(b)(3)(A) and Rule 19b-4(f)(6) thereunder and
also become operative on the same date. NYSE believes that the waiver
of the 30-day operative delay is consistent with the protection of
investors and the public interest because the proposed change is of a
limited scope consistent with relief currently applicable to foreign
private issuers and because it would facilitate a prompt listing of
securities on NYSE that may otherwise be subject to conflicts based on
the listing company's home country law or regulation.\16\
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\14\ 17 CFR 240.19b-4(f)(6).
\15\ 17 CFR 240.19b-4(f)(6)(iii).
\16\ NYSE's justification for the waiver of the 30-day operative
delay was modified in part based on a telephone call with John
Carey, Chief Counsel, NYSE, and Susan Petersen, Special Counsel,
Commission (September 2, 2011).
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The Commission has determined that waiving the 30-day operative
delay of NYSE's proposal is consistent with the protection of investors
and the public interest because we concur with NYSE's assessment that
the amendment is of a limited scope consistent with relief currently
applicable to foreign private issuers and that it would facilitate a
prompt listing of securities on NYSE that may otherwise be subject to
conflicts based on the listing company's home country law or
regulation.\17\ Accordingly, the Commission waives the 30-day operative
delay requirement and designates the proposed rule change to be
operative upon filing with the Commission.
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\17\ 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).
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At any time within sixty days of the filing of such 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-NYSE-2011-44 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-NYSE-2011-44. 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 Web site viewing and
printing in the Commission's Public Reference Section, 100 F Street,
NE., Washington, DC 20549, on official business days between the hours
of 10 a.m. and 3 p.m. Copies of such filings also will be available for
inspection and copying at the principal office of NYSE and on NYSE's
Web site, https://www.nyse.com. All comments received will be posted
without change; the Commission does not edit personal identifying
information from submissions. You should submit only information that
you wish to make available publicly. All submissions should refer to
File Number SR-NYSE-2011-44 and should be submitted on or before
October 3, 2011.
For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\18\
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\18\ 17 CFR 200.30-3(a)(12).
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Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-23169 Filed 9-9-11; 8:45 am]
BILLING CODE 8011-01-P
