Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Designation of a Longer Period for Commission Action on Proposed Rule Change Amending Sections 102.01 and 103.01 of the Exchange's Listed Company Manual To Adopt Additional Listing Requirements for Companies Applying To List After Consummation of a “Reverse Merger” With a Shell Company, 59756-59757 [2011-24723]

Download as PDF 59756 Federal Register / Vol. 76, No. 187 / Tuesday, September 27, 2011 / Notices Paper Comments B. Self-Regulatory Organization’s Statement on Burden on Competition The Exchange 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 The Exchange neither solicited nor received comments on the proposal. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action Because the foregoing rule does not (i) Significantly affect the protection of investors or the public interest; (ii) impose any significant burden on competition; and (iii) become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest, provided that the selfregulatory organization has given the Commission written notice of its intent to file the proposed rule change at least five business days prior to the date of filing of the proposed rule change or such shorter time as designated by the Commission, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act 13 and Rule 19b–4(f)(6) thereunder.14 At any time within 60 days of the filing of such 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: • Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549–1090. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.15 Elizabeth M. Murphy, Secretary. [FR Doc. 2011–24674 Filed 9–26–11; 8:45 am] BILLING CODE 8011–01–P mstockstill on DSK4VPTVN1PROD with NOTICES • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–C2–2011–021 on the subject line. 14 17 U.S.C. 78s(b)(3)(A). CFR 240.19b–4(f)(6). VerDate Mar<15>2010 16:35 Sep 26, 2011 is September 24, 2011. The Commission is extending the 45-day time period for Commission action on the proposed rule change. The Commission finds that it is appropriate to designate a longer period to take action on the proposed rule change so that it has sufficient time to consider the Exchange’s proposal, which would establish additional listing requirements for companies applying to list after consummation of a ‘‘reverse merger’’ 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 65034 (August 4, 2011), 76 FR 49513. 4 See Letter from James Davidson, Hermes Equity Ownership Services Limited to Elizabeth Murphy, Secretary, Commission dated August 31, 2011. 5 15 U.S.C. 78s(b)(2). 2 17 15 17 Jkt 223001 [Release No. 34–65368; File No. SR–NYSE– 2011–38] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Designation of a Longer Period for All submissions should refer to File Commission Action on Proposed Rule Number SR–C2–2011–021. This file Change Amending Sections 102.01 and number should be included on the subject line if e-mail is used. To help the 103.01 of the Exchange’s Listed Company Manual To Adopt Additional Commission process and review your Listing Requirements for Companies comments more efficiently, please use Applying To List After Consummation only one method. The Commission will of a ‘‘Reverse Merger’’ With a Shell post all comments on the Commission’s Company Internet Web site (http://www.sec.gov/ September 21, 2011. rules/sro.shtml). Copies of the On July 22, 2011, New York Stock submission, all subsequent Exchange LLC (‘‘NYSE’’ or the amendments, all written statements ‘‘Exchange’’) filed with the Securities with respect to the proposed rule and Exchange Commission change that are filed with the (‘‘Commission’’), pursuant to Section Commission, and all written 19(b)(1) of the Securities Exchange Act communications relating to the of 1934 (‘‘Act’’),1 and Rule 19b–4 proposed rule change between the thereunder,2 a proposed rule change to Commission and any person, other than adopt additional listing requirements for those that may be withheld from the companies applying to list after public in accordance with the consummation of a ‘‘reverse merger’’ provisions of 5 U.S.C. 552, will be with a shell company. The proposed available for Web site viewing and rule change was published for comment printing in the Commission’s Public in the Federal Register on August 10, Reference Room, 100 F Street, NE., 2011.3 The Commission received one Washington, DC 20549, on official comment letter on the proposal.4 business days between the hours of 10 Section 19(b)(2) of the Act 5 provides a.m. and 3 p.m. Copies of such filing that within 45 days of the publication of also will be available for inspection and notice of the filing of a proposed rule copying at the principal office of C2. All change, or within such longer period up to 90 days as the Commission may comments received will be posted designate if it finds such longer period without change; the Commission does to be appropriate and publishes its not edit personal identifying reasons for so finding or as to which the information from submissions. You self-regulatory organization consents, should submit only information that you wish to make publicly available. All the Commission shall either approve the proposed rule change, disapprove the submissions should refer to File proposed rule change, or institute Number SR–C2–2011–021 and should proceedings to determine whether the be submitted on or before October 18, proposed rule change should be 2011. disapproved. The 45th day for this filing Electronic Comments 13 15 SECURITIES AND EXCHANGE COMMISSION PO 00000 CFR 200.30–3(a)(12). Frm 00101 Fmt 4703 Sfmt 4703 E:\FR\FM\27SEN1.SGM 27SEN1 Federal Register / Vol. 76, No. 187 / Tuesday, September 27, 2011 / Notices with a shell company, and to consider the comment letter that has been submitted in connection with the proposed rule change. Accordingly, pursuant to Section 19(b)(2) of the Act,6 the Commission designates November 8, 2011 as the date by which the Commission should either approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change (File Number SR–NYSE–2011–38). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.7 Elizabeth M. Murphy, Secretary. [FR Doc. 2011–24723 Filed 9–26–11; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–65375; File No. SR–FINRA– 2011–048] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Revise the Series 38 Examination Program mstockstill on DSK4VPTVN1PROD with NOTICES September 21, 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 September 7, 2011, Financial Industry Regulatory Authority, Inc. (‘‘FINRA’’) (f/ k/a National Association of Securities Dealers, Inc. (‘‘NASD’’)) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by FINRA. FINRA has designated the proposed rule change as ‘‘constituting a stated policy, practice, or interpretation with respect to the meaning, administration, or enforcement of an existing rule’’ under Section 19(b)(3)(A)(i) of the Act 3 and Rule 19b–4(f)(1) thereunder,4 which renders the proposal effective upon receipt of this filing by the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 6 15 U.S.C. 78s(b)(2). CFR 200.30–3(a)(31). 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 15 U.S.C. 78s(b)(3)(A)(i). 4 17 CFR 240.19b–4(f)(1). 7 17 VerDate Mar<15>2010 16:35 Sep 26, 2011 Jkt 223001 I. Self-Regulatory Organization’s Statement of the Terms of Substance of the Proposed Rule Change FINRA is filing revisions to the content outline and selection specifications for the Canada Securities Representative (Series 38) examination program.5 The proposed revisions update the material to reflect changes to the laws, rules and regulations covered by the examination and to better reflect the functions and associated tasks performed by a Canada Securities Representative and the relationships between the different components of the outline. FINRA is not proposing any textual changes to the By-Laws, Schedules to the By-Laws, or Rules of FINRA. The revised content outline is attached.6 The Series 38 selection specifications have been submitted to the Commission under separate cover with a request for confidential treatment pursuant to SEA Rule 24b–2.7 The text of the proposed rule change is available on FINRA’s Web site at http://www.finra.org, at the principal office of FINRA and at the Commission’s Public Reference Room. II. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, FINRA included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. FINRA has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and Statutory Basis for, Proposed Rule Change 1. Purpose Section 15A(g)(3) of the Act 8 authorizes FINRA to prescribe standards 5 FINRA also is proposing corresponding revisions to the Series 38 question bank, but based upon instruction from the Commission staff, FINRA is submitting SR–FINRA–2011–048 for immediate effectiveness pursuant to Section 19(b)(3)(A) of the Act and Rule 19b–4(f)(1) thereunder, and is not filing the question bank for Commission review. See Letter to Alden S. Adkins, Senior Vice President and General Counsel, NASD Regulation, from Belinda Blaine, Associate Director, Division of Market Regulation, SEC, dated July 24, 2000. The question bank is available for Commission review. 6 The Commission notes that the content outline is attached to the filing, not to this Notice. 7 17 CFR 240.24b–2. 8 15 U.S.C. 78o–3(g)(3). PO 00000 Frm 00102 Fmt 4703 Sfmt 4703 59757 of training, experience, and competence for persons associated with FINRA members. In accordance with that provision, FINRA has developed examinations that are designed to establish that persons associated with FINRA members have attained specified levels of competence and knowledge, consistent with applicable registration requirements under FINRA Rules. FINRA periodically reviews the content of the examinations to determine whether revisions are necessary or appropriate in view of changes pertaining to the subject matter covered by the examinations. NASD Rules and the rules incorporated from NYSE 9 require that a ‘‘representative,’’ as defined in the respective rules,10 register and qualify as a General Securities Representative,11 subject to certain exceptions. For those representatives who are not engaged in municipal securities activities, the NASD and NYSE Rules provide that registration and qualification as a Canada Securities Representative is equivalent to registration and qualification as a General Securities Representative.12 The Series 38 examination is a FINRA examination that qualifies an individual to function as a Canada Securities Representative.13 9 The current FINRA rulebook consists of (1) FINRA Rules; (2) NASD Rules; and (3) rules incorporated from NYSE (‘‘Incorporated NYSE Rules’’) (together, the NASD Rules and Incorporated NYSE Rules are referred to as the ‘‘Transitional Rulebook’’). While the NASD Rules generally apply to all FINRA members, the Incorporated NYSE Rules apply only to those members of FINRA that are also members of the NYSE (‘‘Dual Members’’). The FINRA Rules apply to all FINRA members, unless such rules have a more limited application by their terms. For more information about the rulebook consolidation process, see Information Notice, March 12, 2008 (Rulebook Consolidation Process). For convenience, the Incorporated NYSE Rules are referred to as the NYSE Rules. 10 See NASD Rule 1031(b) and NYSE Rule 10. 11 See NASD Rules 1031(a) and 1032(a); NYSE Rules 345.10 and 345.15(2); and NYSE Rule Interpretation 345.15/02. 12 See NASD Rule 1032(a)(2)(C) and NYSE Information Memorandum 96–06 (March 1996). FINRA is filing proposed revisions to the Series 7 examination program in conjunction with this filing. See SR–FINRA–2011–045. 13 Both the Series 37 examination and the Series 38 examination are FINRA examinations that qualify an individual to function as a Canada Securities Representative. In either case, candidates must also satisfy certain prerequisite training and competence requirements of the Canadian regulators and be registered and in good standing with the appropriate Canadian regulator. However, candidates for the Series 38 examination are subject to the following additional Canadian prerequisite. They must complete either: (1) The Options Licensing Course and the Derivatives Fundamental Course; or (2) the Canadian Options Course. More information regarding the prerequisite requirements is available on FINRA’s Web site at: http:// E:\FR\FM\27SEN1.SGM Continued 27SEN1

Agencies

[Federal Register Volume 76, Number 187 (Tuesday, September 27, 2011)]
[Notices]
[Pages 59756-59757]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-24723]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65368; File No. SR-NYSE-2011-38]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Designation of a Longer Period for Commission Action on 
Proposed Rule Change Amending Sections 102.01 and 103.01 of the 
Exchange's Listed Company Manual To Adopt Additional Listing 
Requirements for Companies Applying To List After Consummation of a 
``Reverse Merger'' With a Shell Company

September 21, 2011.
    On July 22, 2011, New York Stock Exchange LLC (``NYSE'' or the 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to adopt additional listing requirements for 
companies applying to list after consummation of a ``reverse merger'' 
with a shell company. The proposed rule change was published for 
comment in the Federal Register on August 10, 2011.\3\ The Commission 
received one comment letter on the proposal.\4\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 65034 (August 4, 
2011), 76 FR 49513.
    \4\ See Letter from James Davidson, Hermes Equity Ownership 
Services Limited to Elizabeth Murphy, Secretary, Commission dated 
August 31, 2011.
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    Section 19(b)(2) of the Act \5\ provides that within 45 days of the 
publication of notice of the filing of a proposed rule change, or 
within such longer period up to 90 days as the Commission may designate 
if it finds such longer period to be appropriate and publishes its 
reasons for so finding or as to which the self-regulatory organization 
consents, the Commission shall either approve the proposed rule change, 
disapprove the proposed rule change, or institute proceedings to 
determine whether the proposed rule change should be disapproved. The 
45th day for this filing is September 24, 2011.
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    \5\ 15 U.S.C. 78s(b)(2).
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    The Commission is extending the 45-day time period for Commission 
action on the proposed rule change. The Commission finds that it is 
appropriate to designate a longer period to take action on the proposed 
rule change so that it has sufficient time to consider the Exchange's 
proposal, which would establish additional listing requirements for 
companies applying to list after consummation of a ``reverse merger''

[[Page 59757]]

with a shell company, and to consider the comment letter that has been 
submitted in connection with the proposed rule change.
    Accordingly, pursuant to Section 19(b)(2) of the Act,\6\ the 
Commission designates November 8, 2011 as the date by which the 
Commission should either approve or disapprove, or institute 
proceedings to determine whether to disapprove, the proposed rule 
change (File Number SR-NYSE-2011-38).
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    \6\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\7\
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    \7\ 17 CFR 200.30-3(a)(31).
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Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-24723 Filed 9-26-11; 8:45 am]
BILLING CODE 8011-01-P