Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Notice of Designation of a Longer Period for Commission Action on Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Modify the Listing Requirements Contained in Listing Rule 5635(d) To Change the Definition of Market Value for Purposes of the Shareholder Approval Rule and Eliminate the Requirement for Shareholder Approval of Issuances at a Price Less Than Book Value but Greater Than Market Value, 42545 [2018-18059]
Download as PDF
<![CDATA[
Federal Register / Vol. 83, No. 163 / Wednesday, August 22, 2018 / Notices
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–83865; File No. SR–
NASDAQ–2018–008]
Self-Regulatory Organizations; The
Nasdaq Stock Market LLC; Notice of
Designation of a Longer Period for
Commission Action on Proceedings To
Determine Whether To Approve or
Disapprove a Proposed Rule Change
To Modify the Listing Requirements
Contained in Listing Rule 5635(d) To
Change the Definition of Market Value
for Purposes of the Shareholder
Approval Rule and Eliminate the
Requirement for Shareholder Approval
of Issuances at a Price Less Than
Book Value but Greater Than Market
Value
August 16, 2018.
On January 30, 2018, The Nasdaq
Stock Market LLC (‘‘Nasdaq’’ 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
modify the listing requirements
contained in Nasdaq Rule 5635(d) to (1)
change the definition of market value
for purposes of shareholder approval
under Nasdaq Rule 5635(d); (2)
eliminate the requirement for
shareholder approval of issuances at a
price less than book value but greater
than market value; and (3) make other
conforming changes. The proposed rule
change was published for comment in
the Federal Register on February 20,
2018.3 In response, the Commission
received three comments on the
proposal.4 On April 4, 2018, the
Commission extended the time period
within which to approve the proposed
rule change, disapprove the proposed
rule change, or institute proceedings to
determine whether to disapprove the
proposed rule change to May 21, 2018.5
The Commission issued an order
instituting proceedings under Section
19(b)(2)(B) of the Act 6 to determine
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 See Securities Exchange Act Release No. 82702
(February 13, 2018), 83 FR 7269 (February 20,
2018).
4 See Letters to Brent J. Fields, Secretary,
Commission, from Michael A. Adelstein, Partner,
Kelley Drye & Warren LLP, dated February 28,
2018; Penny Somer-Greif, Chair, and Gregory T.
Lawrence, Vice-Chair, Committee on Securities Law
of the Business Law Section of the Maryland State
Bar Association, dated March 13, 2018; and Greg
Rodgers, Latham Watkins, dated March 14, 2018.
5 See Securities Exchange Act Release No. 82994
(April 4, 2018), 83 FR 15441 (April 10, 2018).
6 15 U.S.C. 78s(b)(2)(B).
whether to approve or disapprove the
proposed rule change on May 21, 2018
(‘‘OIP’’).7 The Commission received a
letter from the Exchange in response to
the OIP.8
Section 19(b)(2) of the Act 9 provides
that, after initiating disapproval
proceedings, the Commission shall issue
an order approving or disapproving the
proposed rule change not later than 180
days after the date of publication of
notice of filing of the proposed rule
change. The Commission may, however,
extend the period for issuing an order
approving or disapproving the proposed
rule change by not more than 60 days
if the Commission determines that a
longer period is appropriate and
publishes the reasons for such
determination. The proposed rule
change was published for notice and
comment in the Federal Register on
February 20, 2018.10 August 19, 2018 is
180 days from that date, and October 18,
2018 is 240 days from that date.
The Commission finds it appropriate
to designate a longer period within
which to issue an order approving or
disapproving the proposed rule change
so that it has sufficient time to consider
the proposed rule change and the
comment letters. Accordingly, the
Commission, pursuant to Section
19(b)(2) of the Act,11 designates October
18, 2018, as the date by which the
Commission shall either approve or
disapprove the proposed rule change
(File No. SR–Nasdaq–2018–008).
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.12
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–18059 Filed 8–21–18; 8:45 am]
BILLING CODE 8011–01–P
amozie on DSK3GDR082PROD with NOTICES1
16:34 Aug 21, 2018
Jkt 244001
[Release No. 34–83866; File No. SR–FINRA–
2018–029]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing and
Immediate Effectiveness of a Proposed
Rule Change To Amend FINRA Rule
7620A Relating to Fees Applicable to
the FINRA/Nasdaq Trade Reporting
Facilities
August 16, 2018.
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
10, 2018, Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) 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
‘‘establishing or changing a due, fee or
other charge’’ under Section
19(b)(3)(A)(ii) of the Act 3 and Rule 19b–
4(f)(2) 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.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
FINRA is proposing to amend FINRA
Rule 7620A to modify certain fees
applicable to members that use the
FINRA/Nasdaq Trade Reporting Facility
Carteret (the ‘‘FINRA/Nasdaq TRF
Carteret’’) and the FINRA/Nasdaq Trade
Reporting Facility Chicago (the ‘‘FINRA/
Nasdaq TRF Chicago’’) (collectively, the
‘‘FINRA/Nasdaq TRFs’’).5
The text of the proposed rule change
is available on FINRA’s website at
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 15 U.S.C. 78s(b)(3)(A)(ii).
4 17 CFR 240.19b–4(f)(2).
5 The Commission recently approved a proposed
rule change to adopt rules relating to the
establishment of the FINRA/Nasdaq TRF Chicago.
See Securities Exchange Act Release No. 83559
(June 29, 2018), 83 FR 31589 (July 6, 2018) (Order
Approving File No. SR–FINRA–2018–013). Among
other things, the proposed rule change amended the
Rule 7600A Series to provide that the schedules of
credits and fees apply to reporting activity that
occurs on either or both of the FINRA/Nasdaq TRFs
and that a participant’s eligibility for any volumebased credits or fee caps will be determined based
upon its aggregate reporting volume between the
two FINRA/Nasdaq TRFs. SR–FINRA–2018–013
will be effective on the date that the FINRA/Nasdaq
TRF Chicago commences operation, which FINRA
anticipates will be in September 2018.
2 17
2 17
VerDate Sep<11>2014
SECURITIES AND EXCHANGE
COMMISSION
1 15
1 15
7 See Securities Exchange Act Release No. 83294
(May 21, 2018), 83 FR 24379 (May 25, 2018).
8 See Letter to Brent J. Fields, Secretary,
Commission, from Arnold Golub, Vice President,
Listing Qualifications, Deputy General Counsel,
Nasdaq, dated July 18, 2018.
9 15 U.S.C. 78s(b)(2).
10 See supra note 3.
11 15 U.S.C. 78s(b)(2).
12 17 CFR 200.30–3(a)(57).
PO 00000
Frm 00087
Fmt 4703
Sfmt 4703
42545
E:\FR\FM\22AUN1.SGM
22AUN1
]]>Agencies
[Federal Register Volume 83, Number 163 (Wednesday, August 22, 2018)]
[Notices]
[Page 42545]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-18059]
[[Page 42545]]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-83865; File No. SR-NASDAQ-2018-008]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Designation of a Longer Period for Commission Action on
Proceedings To Determine Whether To Approve or Disapprove a Proposed
Rule Change To Modify the Listing Requirements Contained in Listing
Rule 5635(d) To Change the Definition of Market Value for Purposes of
the Shareholder Approval Rule and Eliminate the Requirement for
Shareholder Approval of Issuances at a Price Less Than Book Value but
Greater Than Market Value
August 16, 2018.
On January 30, 2018, The Nasdaq Stock Market LLC (``Nasdaq'' 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 modify the listing requirements contained in
Nasdaq Rule 5635(d) to (1) change the definition of market value for
purposes of shareholder approval under Nasdaq Rule 5635(d); (2)
eliminate the requirement for shareholder approval of issuances at a
price less than book value but greater than market value; and (3) make
other conforming changes. The proposed rule change was published for
comment in the Federal Register on February 20, 2018.\3\ In response,
the Commission received three comments on the proposal.\4\ On April 4,
2018, the Commission extended the time period within which to approve
the proposed rule change, disapprove the proposed rule change, or
institute proceedings to determine whether to disapprove the proposed
rule change to May 21, 2018.\5\ The Commission issued an order
instituting proceedings under Section 19(b)(2)(B) of the Act \6\ to
determine whether to approve or disapprove the proposed rule change on
May 21, 2018 (``OIP'').\7\ The Commission received a letter from the
Exchange in response to the OIP.\8\
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 82702 (February 13,
2018), 83 FR 7269 (February 20, 2018).
\4\ See Letters to Brent J. Fields, Secretary, Commission, from
Michael A. Adelstein, Partner, Kelley Drye & Warren LLP, dated
February 28, 2018; Penny Somer-Greif, Chair, and Gregory T.
Lawrence, Vice-Chair, Committee on Securities Law of the Business
Law Section of the Maryland State Bar Association, dated March 13,
2018; and Greg Rodgers, Latham Watkins, dated March 14, 2018.
\5\ See Securities Exchange Act Release No. 82994 (April 4,
2018), 83 FR 15441 (April 10, 2018).
\6\ 15 U.S.C. 78s(b)(2)(B).
\7\ See Securities Exchange Act Release No. 83294 (May 21,
2018), 83 FR 24379 (May 25, 2018).
\8\ See Letter to Brent J. Fields, Secretary, Commission, from
Arnold Golub, Vice President, Listing Qualifications, Deputy General
Counsel, Nasdaq, dated July 18, 2018.
---------------------------------------------------------------------------
Section 19(b)(2) of the Act \9\ provides that, after initiating
disapproval proceedings, the Commission shall issue an order approving
or disapproving the proposed rule change not later than 180 days after
the date of publication of notice of filing of the proposed rule
change. The Commission may, however, extend the period for issuing an
order approving or disapproving the proposed rule change by not more
than 60 days if the Commission determines that a longer period is
appropriate and publishes the reasons for such determination. The
proposed rule change was published for notice and comment in the
Federal Register on February 20, 2018.\10\ August 19, 2018 is 180 days
from that date, and October 18, 2018 is 240 days from that date.
---------------------------------------------------------------------------
\9\ 15 U.S.C. 78s(b)(2).
\10\ See supra note 3.
---------------------------------------------------------------------------
The Commission finds it appropriate to designate a longer period
within which to issue an order approving or disapproving the proposed
rule change so that it has sufficient time to consider the proposed
rule change and the comment letters. Accordingly, the Commission,
pursuant to Section 19(b)(2) of the Act,\11\ designates October 18,
2018, as the date by which the Commission shall either approve or
disapprove the proposed rule change (File No. SR-Nasdaq-2018-008).
---------------------------------------------------------------------------
\11\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
---------------------------------------------------------------------------
\12\ 17 CFR 200.30-3(a)(57).
---------------------------------------------------------------------------
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-18059 Filed 8-21-18; 8:45 am]
BILLING CODE 8011-01-P
