

[Federal Register: August 13, 2007 (Volume 72, Number 155)]
[Notices]               
[Page 45282-45283]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr13au07-107]                         

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56210; File No. SR-Amex-2007-58]

 
Self-Regulatory Organizations; American Stock Exchange, LLC.; 
Notice of Filing and Order Granting Accelerated Approval to Proposed 
Rule Change Modifying an Aspect of the Definition of Independent 
Director

August 6, 2007.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on June 8, 2007, the American Stock Exchange, LLC. (``Amex'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by the Exchange. This order 
provides notice of the proposed rule change and approves the proposed 
rule change on an accelerated basis.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Section 121A(2)(b) of its Company 
Guide (``Guide'') to modify an aspect of the definition of 
``independent director.''
    The text of the proposed rule change is available at Amex, the 
Commission's Public Reference Room, and http://www.amex.com.


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 Exchange 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 III below. The Exchange 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Under current Section 121A(2)(b) of the Guide, a director of a 
listed issuer is generally precluded from being considered 
``independent'' if that director has received more than $60,000 in 
compensation from the issuer or any parent or subsidiary of the issuer 
during any period of twelve consecutive months within the three years 
preceding the determination of independence.\3\ The Exchange proposes 
to raise this amount to $100,000, which is the same amount specified by 
both the New York Stock Exchange, LLC. (``NYSE'') \4\ and NASDAQ Stock 
Market, LLC. (``Nasdaq'') \5\ in their comparable provisions.
---------------------------------------------------------------------------

    \3\ See Section 121A(2)(b) of the Guide.
    \4\ See Section 303A.02(b)(ii) of the NYSE Listed Company 
Manual.
    \5\ See Nasdaq Rule 4200(a)(15)(B).
---------------------------------------------------------------------------

    The Exchange believes that the current $60,000 threshold was 
originally based on the disclosure threshold set by the Commission in 
Regulation S-K, Item 404.\6\ The Exchange notes that the Commission 
last year adopted a proposal to raise the threshold in Item 404 of 
Regulation S-K to $120,000 \7\ and recently approved Nasdaq's proposal 
to raise the compensation threshold in its definition of independent 
director from $60,000 to $100,000.\8\ As a result, the Exchange 
believes that it would be appropriate to also raise its compensation 
threshold.
---------------------------------------------------------------------------

    \6\ 17 CFR 229.404.
    \7\ See Securities Exchange Act Release No. 54302A (August 29, 
2006), 71 FR 53158 (September 8, 2006).
    \8\ See Securities Exchange Act Release No. 55463 (March 13, 
2007), 72 FR 13327 (March 21, 2007) (SR-NASDAQ-2006-041).
---------------------------------------------------------------------------

    Further, the Exchange believes that by making its ``bright line'' 
test with respect to the maximum amount of compensation a director can 
receive from the issuer (or any parent or subsidiary) consistent with 
the equivalent tests of NYSE and Nasdaq, it will provide a uniform 
standard for issuers to understand and apply. However, the Exchange 
notes that even if a director passes the ``bright line'' test as 
proposed to be amended, an issuer's board of directors must still make 
an affirmative determination that such director has no relationship 
whatsoever with the issuer that would interfere with the director's 
exercise of independent judgment.\9\
---------------------------------------------------------------------------

    \9\ See Section 121A(2) of the Guide.
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange states that the proposed rule change is consistent 
with Section 6(b) of the Act \10\ in general, and furthers the 
objectives of Section 6(b)(5) of the Act \11\ in particular, in that it 
is designed to prevent fraudulent and manipulative acts and practices, 
to promote just and equitable principles of trade, 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.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78f(b).
    \11\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    According to the Exchange, the proposed rule change does not impose 
any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act. The Exchange believes that the 
proposed rule change will promote greater uniformity with the corporate 
governance standards of other markets.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

[[Page 45283]]

III. 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-Amex-2007-58 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-Amex-2007-58. 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, 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 filing also will be available for 
inspection and copying at the principal office of Amex. 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-Amex-2007-58 and should be 
submitted on or before September 4, 2007.

IV. Commission's Findings and Order Granting Accelerated Approval of 
the Proposed Rule Change

    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder applicable to a national securities exchange.\12\ In 
particular, the Commission finds that the proposed rule change is 
consistent with Section 6(b)(5) of the Act,\13\ which requires, among 
other things, that the Exchange's rules be designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, 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. The proposed 
rule change would raise the amount of compensation that precludes a 
director from being an ``independent director'' from $60,000 to 
$100,000. The Commission believes that this change will promote greater 
uniformity among the corporate governance listing standards of national 
securities exchanges because it aligns Amex's rule with the equivalent 
rules at Nasdaq \14\ and the NYSE.\15\
---------------------------------------------------------------------------

    \12\ In approving this proposal, the Commission has considered 
its impact on efficiency, competition, and capital formation. See 15 
U.S.C. 78c(f).
    \13\ 15 U.S.C. 78f(b)(5).
    \14\ See Nasdaq Rule 4200(a)(15)(b) and IM-4200--``Definition of 
Independence.''
    \15\ See Section 303A.02(b)(ii) of the NYSE Listed Company 
Manual.
---------------------------------------------------------------------------

    The Commission finds good cause, consistent with Section 19(b)(2) 
of the Act,\16\ for approving this proposed rule change before the 
thirtieth day after the publication of notice thereof in the Federal 
Register. As noted above, the proposed rule change would harmonize 
Amex's standard concerning the maximum amount of compensation an 
independent director could receive from the issuer (or its parent or 
subsidiary) with the standard of other markets. As such, the Commission 
believes the proposal raises no new regulatory issues and that no 
reasonable purpose would be served by delaying its implementation.
---------------------------------------------------------------------------

    \16\ 15 U.S.C. 78s(b)(2).
---------------------------------------------------------------------------

V. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\17\ that the proposed rule change (SR-Amex-2007-58), be, and it 
hereby is, approved on an accelerated basis.
---------------------------------------------------------------------------

    \17\ Id.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\18\
Florence E. Harmon,
Deputy Secretary.
---------------------------------------------------------------------------

    \18\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

[FR Doc. E7-15725 Filed 8-10-07; 8:45 am]

BILLING CODE 8010-01-P
