

[Federal Register: January 18, 2006 (Volume 71, Number 11)]
[Notices]               
[Page 2965-2966]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr18ja06-85]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53067; File No. SR-NASD-2005-153]

 
Self-Regulatory Organizations; National Association of Securities 
Dealers, Inc.; Notice of Filing and Immediate Effectiveness of Proposed 
Rule Change To Amend the Procedures for Review of Listing 
Determinations

January 6, 2006.
    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 December 23, 2005, the National Association of Securities Dealers, 
Inc. (``NASD''), through its subsidiary, The Nasdaq Stock Market, Inc. 
(``Nasdaq''), filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by Nasdaq. Nasdaq filed 
this proposal pursuant to Section 19(b)(3)(A) of the Act \3\ and Rule 
19b-4(f)(6) thereunder \4\ as non-controversial, and therefore the 
proposed rule change is effective immediately upon filing. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 78s(b)(3)(A).
    \4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    Nasdaq proposes to amend the rules governing delisting proceedings 
to permit delivery of documents by hand-delivery, overnight mail, 
facsimile, or e-mail in all instances. The text of the proposed rule 
change is below. Proposed new language is italicized; proposed 
deletions are in [brackets].\5\
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    \5\ The proposed rule change is marked to show changes from the 
rule as it appears in the electronic NASD Manual available at http://www.nasdr.com
.

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* * * * *
4813. Delivery of Documents
    Delivery of any document under this Rule 4800 Series [by an issuer, 
Nasdaq, or the NASD] may be made by electronic delivery, hand delivery 
[to the designated address], [by] facsimile [to the designated 
facsimile number], or [and] overnight courier [to the designated 
address, to Nasdaq or the NASD by e-mail, or to an issuer by e-mail if 
the issuer consents to such method of delivery]. Delivery shall be 
considered timely if the electronic delivery, hand delivery, fax, or 
overnight courier is received on or before the relevant deadline. [hand 
delivered prior to the relevant deadline or upon being e-mailed or 
faxed and/or sent by overnight courier service prior to the relevant 
deadline.] If an issuer has not specified a facsimile number, e-mail 
address, or street address, delivery shall be made to the last known 
facsimile number, e-mail address, and street address. If an issuer is 
represented by counsel or a representative, delivery [shall] may be 
made to the counsel or representative.
* * * * *

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, Nasdaq included statements 
concerning the purpose of, and basis for, the proposed rule change and 
discussed any comments it received on the proposed

[[Page 2966]]

rule change. The text of these statements may be examined at the places 
specified in Item IV below. Nasdaq 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, the Proposed Rule Change

1. Purpose
    Nasdaq proposes to amend the rule governing delivery of documents 
in delisting proceedings to allow the electronic delivery of documents 
without specific consent to that delivery method. Nasdaq believes that 
this change reflects current prevailing practice and a preference for 
e-mail communication by Nasdaq issuers.\6\ Nasdaq believes this would 
increase the efficiency, speed, and transparency of communication among 
hearing participants and would also reduce the administrative burden on 
Nasdaq created by the current requirement of overnight and facsimile 
delivery in some instances.
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    \6\ Consistent with current practice related to delivery of 
documents, the parties will give a specific address for any delivery 
of documents involving electronic (or any other) means. Telephone 
conversation between Jeffrey Davis, Associate Vice President, NASD, 
and Florence E. Harmon, Senior Special Counsel, Division of Market 
Regulation (``Division''), Commission, on January 5, 2006.
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2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 15A of the Act \7\ in general and with 
Section 15A(b)(6) of the Act \8\ in particular in that the proposal is 
designed to prevent fraudulent and manipulative acts and practices and 
to protect investors and the public interest. Nasdaq believes that the 
proposed change is designed to improve the procedures applicable to the 
review of listing determinations, as well as to provide greater 
transparency to these procedures.
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    \7\ 15 U.S.C. 78o-3.
    \8\ 15 U.S.C. 78o-3(b)(6).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change would 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: (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, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \9\ and Rule 19b-
4(f)(6) thereunder.\10\
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    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission may summarily abrogate 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 (http://www.sec.gov/rules/sro.shtml.
); or     Send an e-mail to rule-comments@sec.gov. Please include 

File Number SR-NASD-2005-153 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, Station Place, 100 F 
Street, NE., Washington, DC 20549-9303.
    All submissions should refer to File Number SR-NASD-2005-153. 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 (http://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 inspection 
and copying in the Commission's Public Reference Room. Copies of such 
filing also will be available for inspection and copying at the 
principal office of the NASD. 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-NASD-2005-153 and 
should be submitted on or before February 8, 2006.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
 [FR Doc. E6-434 Filed 1-17-06; 8:45 am]

BILLING CODE 8010-01-P
