

[Federal Register: December 4, 2007 (Volume 72, Number 232)]
[Notices]               
[Page 68228-68229]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr04de07-117]                         


[[Page 68228]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-56825; File No. SR-NASDAQ-2007-066]

 
Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To 
Clarify the Applicability to Limited Partnerships of Nasdaq's Direct 
Registration Program Requirements

November 20, 2007.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on July 12, 2007, NASDAQ 
Stock Market LLC (``Nasdaq'') filed with the Securities and Exchange 
Commission (``Commission'') the proposed rule change described in Items 
I, II, and III below, which items have been prepared primarily by 
Nasdaq. The Commission is publishing this notice to solicit comments on 
the proposed rule change from interested parties.
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    \1\ 15 U.S.C. 78s(b)(1).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    Nasdaq proposes to clarify that the requirement that all issuers be 
eligible to participate in the Direct Registration Program (``DRS'') 
also applies to issuers that are limited partnerships. The text of the 
proposed rule change is below.\2\
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    \2\ Changes are to the rule text that appears in the electronic 
manual of Nasdaq found at http://www.complinet.com/nasdaq.

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4360. Qualitative Listing Requirements for Nasdaq Issuers That Are 
Limited Partnerships
    (a)-(i) No Change.
    (j) Each issuer that is a limited partnership must comply with the 
requirements to be eligible for a Direct Registration Program, as 
described in Rule 4350(l).
* * * * *

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 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 these 
statements.\3\
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    \3\ The Commission has modified the text of the summaries 
prepared by the Nasdaq.
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A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    In August 2006, the Commission approved changes to Nasdaq Rule 
4350(l) to require that Nasdaq-listed securities be eligible to 
participate in a direct registration program.\4\ This requirement is 
currently applicable to newly listing companies and on January 1, 2008, 
will be fully implemented when all Nasdaq-listed securities will be 
required to be eligible. In proposing this requirement, Nasdaq intended 
that the requirement apply to all listed securities except non-equity 
securities which are book-entry-only.\5\ However, Rule 4350 does not 
apply to Nasdaq issuers that are limited partnerships. This filing 
addresses that oversight by adopting in Rule 4360, which does apply to 
limited partnerships, the requirement that each issuer be eligible for 
DRS, as described in Rule 4350(l).
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    \4\ Securities Exchange Act Release No. 54288 (August 8, 2007), 
71 FR 47276 (August 16, 2007) [File No. SR-NASDAQ-2006-008] (order 
approving listing standards requiring DRS eligibility) (``Approval 
Order'').
    \5\ The Approval Order states, ``In order to reduce the number 
of transactions in securities for which settlement is effected by 
the physical delivery of securities certificates and thereby reduce 
the risks, costs, and delays associated with the physical delivery 
of securities certificates, Nasdaq is proposing to add new Section 
(l) to its rule 4350 to require that all listed securities be 
eligible to participate in DRS.''
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2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the requirements of Section 6 of the Act \6\ in general and 
particularly with Section 6(b)(5) of the Act \7\ in that it is designed 
to promote just and equitable principles of trade, to foster 
cooperation and coordination with persons engaged in regulating, 
clearing, settling, processing information with respect to, and 
facilitating transaction in securities, 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 
and is not designed to permit unfair discrimination between customers, 
issuers, brokers, or dealers. Nasdaq believes that requiring securities 
to be eligible to use DRS will make it easier to trade securities in 
book-entry form, which will facilitate the settlement of securities 
transactions.
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    \6\ 15 U.S.C. 78o-3.
    \7\ 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 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

    No written comments relating to the proposed rule change have been 
solicited or received. Nasdaq will notify the Commission of any written 
comments received by Nasdaq.

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

    The foregoing rule change has become effective upon filing pursuant 
to Section 19(b)(3)(A)(iii) of the Act \8\ and Rule 19b-4(f)(6) \9\ 
thereunder in that it (1) does not significantly affect the protection 
of investors or the public interest; (ii) does not impose any 
significant burden on competition; (iii) by its terms, does not become 
operative for 30 days after the date of the filing. As such, this 
proposed rule change is effective upon the Commission's receipt of this 
filing pursuant to Section 19(b)(3) and rule 19b-4(f)(6) thereunder. At 
any time within sixty days of the filing of such 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.
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    \8\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \9\ 17 CFR 240.19b-4(f)(6).
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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-NASDAQ-2007-066 on the subject line.

[[Page 68229]]

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-Nasdaq-2007-066. 
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 filings also will be available for 
inspection and copying at the principal office of Nasdaq and on 
Nasdaq's Web site, http://www.complinet.com/nasdaq. 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-NASDAQ-2007-066 and should 
be submitted on or before December 26, 2007.

    For the Commission by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
[FR Doc. E7-23397 Filed 12-3-07; 8:45 am]

BILLING CODE 8011-01-P
