Proposed Collection; Comment Request; Extension: Rule 425, 68726 [2023-21927]

Download as PDF 68726 Federal Register / Vol. 88, No. 191 / Wednesday, October 4, 2023 / Notices SECURITIES AND EXCHANGE COMMISSION [SEC File No. 270–462, OMB Control No. 3235–0521] lotter on DSK11XQN23PROD with NOTICES1 Proposed Collection; Comment Request; Extension: Rule 425 Upon Written Request Copies Available From: Securities and Exchange Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 20549–2736 Notice is hereby given, that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange Commission (‘‘Commission’’) is soliciting comments on the collection of information summarized below. The Commission plans to submit this existing collection of information to the Office of Management and Budget for extension and approval. Rule 425 (17 CFR 230.425) under the Securities Act of 1933 (15 U.S.C. 77a et seq.) requires the filing of certain prospectuses and communications under Rule 135 (17 CFR 230.135) and Rule 165 (17 CFR 230.165) in connection with business combination transactions. The purpose of the rule is to permit more oral and written communications with shareholders about tender offers, mergers and other business combination transactions on a more timely basis, so long as the written communications are filed on the date of first use. Approximately 5,370 issuers file communications under Rule 425 at an estimated 0.25 hours per response for a total 1,343 annual burden hours (0.25 hours per response × 5,370 responses). Written comments are invited on: (a) whether this proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility; (b) the accuracy of the agency’s estimate of the burden imposed by the collection of information; (c) ways to enhance the quality, utility, and clarity of the information collected; and (d) ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication by December 4, 2023. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information VerDate Sep<11>2014 20:21 Oct 03, 2023 Jkt 262001 unless it displays a currently valid control number. Please direct your written comment to David Bottom, Director/Chief Information Officer, Securities and Exchange Commission, c/o John Pezzullo, 100 F Street NE, Washington, DC 20549 or send an email to: PRA_ Mailbox@sec.gov. Dated: September 28, 2023. Sherry R. Haywood, Assistant Secretary. [FR Doc. 2023–21927 Filed 10–3–23; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–98659; File No. SR– NASDAQ–2023–022] Self-Regulatory Organizations; The Nasdaq Stock Market LLC; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To Create a New, Non-Trading Limited Underwriter Membership Class and Impose Related Requirements for Principal Underwriting Activity September 29, 2023. I. Introduction On July 12, 2023, The Nasdaq Stock Market LLC (‘‘Nasdaq’’ or ‘‘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 create a new, non-trading limited underwriter membership class and impose related requirements for principal underwriting activity in connection with a company applying for initial listing on the exchange with a transaction involving an underwriter. The proposed rule change was published for comment in the Federal Register on July 31, 2023.3 On September 12, 2023, pursuant to Section 19(b)(2) of the Exchange Act,4 the Commission designated a longer period within which to approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether to disapprove the 1 15 U.S.C. 78s(b)(1). CFR 240.19b–4. 3 See Securities Exchange Act Release No. 97985 (July 25, 2023), 88 FR 49508 (July 31, 2023) (‘‘Notice’’). 4 15 U.S.C. 78s(b)(2). 2 17 PO 00000 Frm 00168 Fmt 4703 Sfmt 4703 proposed rule change.5 The Commission has received no comment letters on the proposed rule change. The Commission is instituting proceedings pursuant to Section 19(b)(2)(B) of the Act 6 to determine whether to approve or disapprove the proposed rule change. II. Description of the Proposed Rule Change Nasdaq states in its proposal that it recently issued an Equity Regulatory Alert 7 that highlighted the important role of underwriters as gatekeepers in the initial public offerings (‘‘IPO’’) process and the applicability of market rules and the federal securities laws.8 Nasdaq states that notwithstanding the important role of underwriters, the Exchange does not currently require underwriters of companies that are going pubic on the Exchange to be Exchange members.9 Nasdaq therefore is proposing to amend its rules to create a new, limited membership class for those underwriters seeking only to perform underwriting activity as the principal underwriter on the Exchange 10 (and not seeking access to trade via the Nasdaq Market Center) and to require a company applying for initial listing in connection with a transaction involving an underwriter to have a principal 5 See Securities Exchange Act Release No. 99366, 88 FR 63999 (September 18, 2023). The Commission designated October 29, 2023, as the date by which the Commission shall approve or disapprove, or institute proceedings to determine whether to approve or disapprove, the proposed rule change. 6 15 U.S.C. 78s(b)(2)(B). 7 https://www.nasdaqtrader.com/MicroNews. aspx?id=ERA2022-9. 8 Nasdaq also described that it had observed instances in the Fall of 2022 of unusually high price spikes immediately following the pricing of certain IPOs on the Exchange, mostly with respect to smallcap companies whose offerings were less than $25 million. The IPOs that were the subject of these extreme price spikes then experienced equally dramatic price declines to a level at or below the offering price. See Notice, supra note 3, 88 FR at 49509. 9 See Nasdaq General Rules, General 1, Section 1(b)(11) for the definition of ‘‘member’’ or ‘‘Nasdaq Member’’. 10 Under the proposal ‘‘Principal underwriter’’ is defined as having the same definition used in Rule 405 promulgated under the Securities Act of 1933 (‘‘Securities Act’’). Rule 405 under the Securities Act states that the term principal underwriter means an underwriter in privity of contract with the issuer of the securities as to which he is underwriter. Such definition provides that the term ‘‘issuer’’ in the definition of ‘‘principal underwriter’’ has the meaning given in Sections 2(4) and 2(11) of the Securities Act. 17 CFR 230.405. E:\FR\FM\04OCN1.SGM 04OCN1

Agencies

[Federal Register Volume 88, Number 191 (Wednesday, October 4, 2023)]
[Notices]
[Page 68726]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-21927]



[[Page 68726]]

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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-462, OMB Control No. 3235-0521]


Proposed Collection; Comment Request; Extension: Rule 425

Upon Written Request Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736

    Notice is hereby given, that pursuant to the Paperwork Reduction 
Act of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (``Commission'') is soliciting comments on the collection of 
information summarized below. The Commission plans to submit this 
existing collection of information to the Office of Management and 
Budget for extension and approval.
    Rule 425 (17 CFR 230.425) under the Securities Act of 1933 (15 
U.S.C. 77a et seq.) requires the filing of certain prospectuses and 
communications under Rule 135 (17 CFR 230.135) and Rule 165 (17 CFR 
230.165) in connection with business combination transactions. The 
purpose of the rule is to permit more oral and written communications 
with shareholders about tender offers, mergers and other business 
combination transactions on a more timely basis, so long as the written 
communications are filed on the date of first use. Approximately 5,370 
issuers file communications under Rule 425 at an estimated 0.25 hours 
per response for a total 1,343 annual burden hours (0.25 hours per 
response x 5,370 responses).
    Written comments are invited on: (a) whether this proposed 
collection of information is necessary for the proper performance of 
the functions of the agency, including whether the information will 
have practical utility; (b) the accuracy of the agency's estimate of 
the burden imposed by the collection of information; (c) ways to 
enhance the quality, utility, and clarity of the information collected; 
and (d) ways to minimize the burden of the collection of information on 
respondents, including through the use of automated collection 
techniques or other forms of information technology. Consideration will 
be given to comments and suggestions submitted in writing within 60 
days of this publication by December 4, 2023.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information unless it displays a 
currently valid control number.
    Please direct your written comment to David Bottom, Director/Chief 
Information Officer, Securities and Exchange Commission, c/o John 
Pezzullo, 100 F Street NE, Washington, DC 20549 or send an email to: 
[email protected].

    Dated: September 28, 2023.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-21927 Filed 10-3-23; 8:45 am]
BILLING CODE 8011-01-P
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