

[Federal Register: January 2, 2008 (Volume 73, Number 1)]
[Notices]               
[Page 216-217]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr02ja08-89]                         

=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57041; File No. SR-NYSE-2007-99]

 
Self-Regulatory Organizations; New York Stock Exchange LLC; Order 
Granting Approval to Proposed Rule Change to Permit Issuers of Index-
Linked Securities to Submit a Letter From the Issuer's Authorized 
Executive Officer Rather Than Provide a Certified Copy of the 
Resolution Adopted By the Issuers' Board of Directors, When the Issuers 
Are Voluntarily Delisting the Securities From the Exchange and 
Transferring the Listing to Another National Securities Exchange

December 26, 2007.

I. Introduction

    On October 31, 2007, the New York Stock Exchange LLC (``NYSE'' 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 amend section 806.02 of the NYSE Listed Company 
Manual. The proposed rule change was published in the Federal Register 
on November 26, 2007.\3\ The Commission received no comments on the 
proposal. This order approves the proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 56812 (November 19, 
2007), 72 FR 66012.
---------------------------------------------------------------------------

II. Description of the Proposal

    The Exchange proposes to amend section 806.02 of the Exchange's 
Listed Company Manual to amend the voluntary delisting procedures by an 
issuer of an index-linked security. Currently, any issuer that seeks to 
voluntarily delist a security from the Exchange must provide the 
Exchange with a certified copy of the resolution adopted by the 
issuer's board of directors authorizing such delisting and comply with 
all of the requirements of Rule 12d2-2(c) under the Act.\4\
---------------------------------------------------------------------------

    \4\ 17 CFR 240.12d2-2(c).
---------------------------------------------------------------------------

    Under the Exchange's proposal, issuers of index-linked securities 
would no longer be required to provide a certified copy of the 
resolution adopted by the issuers' board of directors, when these 
issuers are voluntarily delisting the securities from the Exchange and 
transferring the listing of the securities to another national 
securities exchange. Rather, an issuer who voluntarily delists

[[Page 217]]

an index-linked security, listed on the Exchange pursuant to sections 
703.19 or 703.22 of the Listed Company Manual, in connection with the 
transfer of the listing of the security to another national securities 
exchange, would need to provide to the Exchange a letter signed by an 
authorized executive officer of the issuer setting forth the reasons 
for the delisting. The issuer of an index-linked security is required 
to comply with all other aspects of section 806.02 of the Listed 
Company Manual and Rule 12d2-2(c) under the Act, which requires, among 
other things, that issuers comply with all applicable laws in effect in 
the state in which they are incorporated.
    In addition, the Exchange is deleting obsolete rule text from 
section 806.02 of the Listed Company Manual.

III. Discussion and Commission Findings

    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
applicable to a national securities exchange, and in particular, with 
the requirements of section 6(b) of the Act.\5\ Specifically, the 
Commission finds that the proposed rule change is consistent with 
section 6(b)(5) of the Act \6\ 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 transactions 
in securities, and 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.
---------------------------------------------------------------------------

    \5\ 15 U.S.C. 78f(b). In approving the proposed rule change, as 
amended, the Commission considered the proposed rule's impact on 
efficiency, competition, and capital formation. 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Commission notes that requiring a letter from an authorized 
executive officer instead of a certified copy of the resolutions 
adopted by the issuer's board of directors is consistent with the 
requirements of Rule 12d2-2 under the Act \7\ and notes that the 
proposal is similar to the voluntary withdrawal procedures for dually-
listed issuers on NYSE Arca, Inc.\8\ Replacing the board certification 
requirement with a letter from an authorized executive officer may ease 
the burden on issuers of index-linked securities who wish to transfer 
the listing to another national securities exchange. The Commission 
notes that the security would continue to be listed and traded on a 
national securities exchange.\9\ Further, the Commission notes that 
requiring a letter from an authorized executive officer would ensure 
the issuer properly made the delisting decision and complied with 
applicable laws in effect in its jurisdiction, consistent with investor 
protection and the public interest. The Exchange further represented 
that the issuers informed the Exchange that under the laws of their 
place of incorporation, no board of directors resolutions are required.
---------------------------------------------------------------------------

    \7\ 17 CFR 240.12d2-2.
    \8\ See NYSE Arca Equities Rule 5.4(b).
    \9\ In its filing, the Exchange represented that it does not 
plan to list any more index-linked securities and the issuers of all 
listed index-linked securities have agreed to the Exchange's request 
to transfer the listing to NYSE Arca, Inc.
---------------------------------------------------------------------------

    The Commission notes that since the securities would list and trade 
on another national securities exchange, transparent last sale 
information will continue to be disseminated on the securities on an 
uninterrupted basis. It would also ensure the other protections for 
trading a security on a national securities exchange remain, such as 
the periodic reporting obligations under the Act.
    Finally, the Commission finds deletion of the obsolete language is 
consistent with the requirements of the Act. The language to be deleted 
is no longer in effect since the Commission approved NYSE rules to 
comply with the July 2005 amendments to Rule 12d2-2 under the Act.
    Based on the above reasons, the Commission finds that the proposal 
is consistent with the requirements of the Act.

IV. Conclusion

    It is therefore ordered, pursuant to section 19(b)(2) of the 
Act,\10\ that the proposed rule change (SR-NYSE-2007-99) is hereby 
approved.
---------------------------------------------------------------------------

    \10\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
---------------------------------------------------------------------------

    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Nancy M. Morris,
Secretary.
[FR Doc. E7-25446 Filed 12-31-07; 8:45 am]

BILLING CODE 8011-01-P
