

[Federal Register: November 26, 2007 (Volume 72, Number 226)]
[Notices]               
[Page 66012-66013]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr26no07-82]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56812; File No. SR-NYSE-2007-99]

 
Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change To Allow Issuers Voluntarily 
Delisting Index-Linked Securities To Submit to the Exchange a Letter 
From an Authorized Officer of the Issuer Rather Than a Board Resolution

November 19, 2007.
    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 October 31, 2007, the New York Stock Exchange LLC (``NYSE'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule changes as described in Items I, II, 
and III below, which items have been substantially prepared by the 
Exchange. The Commission is publishing this notice to solicit comments 
on the proposed rule changes from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend section 806.02 of the Exchange's 
Listed Company Manual (``Manual'') to provide that index-linked notes 
currently listed on the Exchange and voluntarily withdrawing from 
listing to transfer to another national securities exchange, need not 
provide the Exchange with a board resolution authorizing such action 
but, in lieu thereof, must provide a letter signed by an authorized 
executive officer of the issuer setting forth the reasons for the 
proposed withdrawal. The Exchange is also deleting the rule text that 
applied prior to April 24, 2006. On that date, the revised text of 
section 806.02 became effective. The text of the proposed rule change 
is available at the Exchange, on the Exchange's Web site at http://www.nyse.com
, 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, the self-regulatory organization 
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. The NYSE 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
    The Exchange proposes to amend section 806.02 of the Manual to 
provide that index-linked notes currently listed on the Exchange and 
voluntarily withdrawing from listing to transfer to another national 
securities exchange, need not provide the Exchange with a board 
resolution authorizing such action but, in lieu thereof, must provide a 
letter signed by an authorized executive officer of the issuer setting 
forth the reasons for the proposed withdrawal.
    There are currently nine series of index-linked notes listed on the 
Exchange. Four of these securities were listed under section 703.19 of 
the Manual pursuant to individual rule filings under section 19(b)(2) 
of the Act.\3\ The other five securities were listed under section 
703.22 of the Manual, the Exchange's recently adopted generic listing 
standard for index-linked notes.
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    \3\ 15 U.S.C. 78s(b)(2).
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    As part of its strategic business planning, NYSE Euronext, the 
parent company of the Exchange, is seeking to move the listing and 
trading of index-linked notes from the Exchange to NYSE Arca, Inc. 
(``NYSE Arca''), a separate self-regulatory organization owned by NYSE 
Euronext. As such, the Exchange does not currently plan to list any 
further index-linked notes on NYSE in the future. In addition, the 
Exchange has asked the issuers of index-linked notes currently listed 
on NYSE to voluntarily transfer the listing of those securities to NYSE 
Arca and such issuers have agreed to do so. As this transfer will 
require the delisting of the securities from the Exchange and there is 
no basis under Exchange rules for a delisting initiated by the Exchange 
itself, the issuers are required to voluntarily withdraw their 
securities from listing pursuant to section 806.02 of the Manual. 
Section 806.02 requires companies voluntarily withdrawing securities 
from listing to provide a resolution of the board of directors of the 
issuer authorizing such action. Each of the issuers involved has 
informed the Exchange that no such board

[[Page 66013]]

authorization is required by their constitutive documents or the laws 
of their jurisdictions of incorporation. As such, they would need to 
obtain the resolution solely to comply with section 806.02.
    As obtaining these resolutions would be burdensome for the issuers 
involved and the transfers of the securities to NYSE Arca are being 
effectuated at the request of the Exchange, NYSE believes it is 
appropriate to waive this requirement specifically for the nine 
affected securities. NYSE proposes a waiver of this requirement 
applicable only to the voluntary withdrawal from listing of index-
linked notes that are being transferred to another national securities 
exchange. In lieu of the board resolution, the issuer will be required 
to provide a letter signed by an authorized executive officer setting 
forth the reasons for the proposed withdrawal. The Exchange believes 
that this narrowly tailored exception to the requirements of section 
806.02 is justified because of the unique circumstance that the 
withdrawal from listing is occurring at the Exchange's request to 
further an NYSE Euronext business objective.
    The Exchange also proposes to amend section 806.02 to delete the 
rule text that applied prior to April 24, 2006. On that date, the 
revised text of section 806.02 became effective to comply with the 
requirements of Rule 12d2-2 under the Act.\4\ On July 14, 2005, the 
Commission adopted amendments to Rule 12d2-2 under the Act. Rule 12d2-2 
under the Act, as amended, required all national securities exchanges, 
including the Exchange, to amend their delisting rules to conform with 
certain requirements set forth in new Rule 12d2-2. The Exchange amended 
section 806.02 in light of these requirements and its new delisting 
procedures superseded the old procedures on April 24, 2006. As such, 
the old procedures have no further application and, to avoid confusion, 
the Exchange proposes to delete them from section 806.02 in their 
entirety.
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    \4\ 17 CFR 240.12d2-2.
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2. Statutory Basis
    The proposed rule change is consistent with section 6(b) of the 
Act,\5\ in general, and furthers the objectives of section 6(b)(5) of 
the Act,\6\ in particular, in that it is designed to prevent fraudulent 
and manipulative acts and practices, to promote just and equitable 
principles of trade, to foster cooperation and coordination with 
persons engaged in facilitating transactions in securities, and to 
remove impediments to and perfect the mechanisms of a free and open 
market and a national market system.
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    \5\ 15 U.S.C. 78f(b).
    \6\ 15 U.S.C. 78f(b)(5).
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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

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    (A) By order approve such proposed rule change, or
    (B) Institute proceedings to determine whether the proposed rule 
change should be disapproved.

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-NYSE-2007-99 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-NYSE-2007-99. 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 the Exchange. 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-NYSE-2007-99 and should be 
submitted on or before December 17, 2007.

    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)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-22944 Filed 11-23-07; 8:45 am]

BILLING CODE 8011-01-P
