
[Federal Register: August 4, 2008 (Volume 73, Number 150)]
[Notices]               
[Page 45262-45263]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr04au08-79]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-58235; File No. SR-NYSE-2008-59]

 
Self-Regulatory Organizations; New York Stock Exchange, LLC; 
Notice of Filing of Proposed Rule Change To Reduce the Period Within 
Which Companies Must Issue a Press Release After the Exchange Notifies 
Them That They Are Noncompliant With Exchange Listing Requirements

July 28, 2008.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Exchange Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is 
hereby given that on July 22, 2008, New York Stock Exchange, LLC (the 
``NYSE'' or the ``Exchange'') filed with the Securities and Exchange 
Commission (the ``Commission'' or ``SEC'') the proposed rule change as 
described in Items I, II, and III below, which Items have been prepared 
by the Exchange. 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.
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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 Sections 802.02 and 802.03 of the 
Exchange's Listed Company Manual (the ``Manual'') to provide that the 
Exchange will require a U.S. company, upon receiving written 
notification that it has fallen below the Exchange's listing standards, 
to issue a press release within the same amount of time as allotted by 
the SEC for the company to disclose such an occurrence, but in no event 
later than four business days after receipt of such notification, and 
will require a non-U.S. company to issue a press release within 30 days 
of receiving written notification from the Exchange that it has fallen 
below the Exchange's listing standards. The text of the proposed rule 
change is available at http://www.nyse.com, the NYSE, and 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 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 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 Sections 802.02 and 802.03 of the 
Manual to provide that the Exchange will require a U.S. company, upon 
receipt of written notification that it has fallen below the Exchange's 
listing standards, issue a press release within the amount of time 
allotted by the SEC for companies to disclose such an occurrence. The 
Exchange will also require a non-U.S. company to issue a press release 
within 30 days of receiving written notification that it has fallen 
below the Exchange's listing standard.
    Currently, Section 802.02 of the Manual requires a U.S. company to 
issue a press release within 45 days of receiving written notification 
from the Exchange that it has fallen below the Exchange's listing 
standards. However, SEC rules require the company to file a Form 8-K 
giving notice of that event within four business days of being notified 
by the Exchange.\3\ The Exchange believes that its own requirement is 
too long in light of the much earlier public notice required by the 
Form 8-K rule and that it is appropriate for the Exchange to issue a 
press release on the subject itself if the company has not acted within 
the period provided by Form 8-K and in any event no later than four 
business days after receipt of notification from the Exchange. The 
Exchange notes that companies that are incorporated in jurisdictions 
outside the United States but that do not qualify as foreign private

[[Page 45263]]

issuers are treated as domestic companies for purposes of Section 
802.02.
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    \3\ Item 3.01 of Form 8-K requires a registrant to file a Form 
8-K within four business days of receipt of notice from the national 
securities exchange that maintains the principal listing for any 
class of the registrant's common equity that the registrant or such 
class of the registrant's securities does not satisfy a rule or 
standard for continued listing on the exchange.
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    Currently, Section 802.03 of the Manual requires a non-U.S. company 
to issue a press release within 90 days of receiving written 
notification from the Exchange that it has fallen below the Exchange's 
listing standards. While foreign private issuers are not subject to the 
Form 8-K requirement imposed on domestic issuers, the Exchange believes 
that 90 days is an excessive period to give companies to make such a 
material disclosure. Based on our experience with these companies, 30 
days would be more than sufficient. As such, the Exchange proposes to 
shorten from 90 to 30 days the period within which foreign private 
issuers must issue a press release with regard to a notification by the 
Exchange of noncompliance. If the issuer does not issue a press release 
within that 30-day period, the Exchange will do so.
    While Sections 802.02 and 802.03 establish maximum time periods for 
the issuance of press releases, the Exchange believes that companies 
should issue their press releases concerning any notice of 
noncompliance they receive from the Exchange as soon as possible after 
receipt of such notification and should not wait until close to the end 
of the permitted period before doing so.
2. Statutory Basis
    The basis under the Exchange Act for this proposed rule change is 
the requirement under Section 6(b)(5) \4\ that an Exchange have rules 
that are designed 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. In particular, the Exchange believes 
that the proposed amendment protects investors and the public interest 
by ensuring the prompt disclosure of material information with respect 
to listed companies.
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    \4\ 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 purpose of the Exchange Act.

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

    The Exchange has neither solicited nor received written comments on 
the proposed rule change.

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 Exchange 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 Exchange 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-2008-59 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NYSE-2008-59. 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 the 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-2008-59 and should be 
submitted on or before August 25, 2008.
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    \5\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\5\
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-17761 Filed 8-1-08; 8:45 am]

BILLING CODE 8010-01-P
