
[Federal Register: September 3, 2008 (Volume 73, Number 171)]
[Notices]               
[Page 51546-51547]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr03se08-139]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-58398; File No. SR-NYSE-2008-069]

 
Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Relating to Waiving Compliance With DRS Participation Rules for Foreign 
Private Issuers

August 20, 2008.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on July 30, 2008, the New 
York Stock Exchange LLC (``NYSE'') 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 NYSE. 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

    NYSE proposes to amend Section 501.00 of its Listed Company Manual 
to waive application of this section to any listed company that is a 
foreign private issuer and that submits a letter from an independent 
home country counsel certifying that a home country law or regulation 
prohibits compliance.\2\
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    \2\ Changes to the rule text can be found at http://
www.nyse.com.
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II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, NYSE 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. NYSE 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 NYSE.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Currently, Section 501.00 of NYSE's Listed Company Manual 
(``Manual'') requires that all listed equity securities must be 
eligible for participation in a direct registration system operated by 
a securities depository. As the laws of certain countries may prohibit 
compliance with this rule, NYSE believes it is appropriate to waive its 
application to foreign private issuers upon provision of a letter from 
independent counsel confirming that such a prohibition exists.
    Accordingly, NYSE proposes to amend Section 501.00(A) of its Manual 
to waive application of that section to any listed company that is a 
foreign private issuer and that submits to NYSE a letter from an 
independent home country counsel certifying that a home country law or 
regulation prohibits such compliance. All other foreign private issuers 
will be required to comply with Section 501.00.
    NYSE also proposes to further modify Section 501.00(A) and to 
eliminate Section 501.00(B) to remove text relating to transition 
periods that have since expired.
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 prevent fraudulent and manipulative 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. NYSE believes that the proposed rule change is consistent 
with Section 6(b)(5) of the Exchange Act because it requires foreign 
private issuers to comply with the same requirement as U.S. companies 
that listed equity securities must be eligible for participation in a 
direct registration system unless the foreign private issuer is 
prohibited from doing so under its home country laws.
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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

    NYSE 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. NYSE will notify

[[Page 51547]]

the Commission of any written comments received by NYSE.

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 \5\ and Rule 19b-4(f)(6) \6\ 
thereunder because it does not (i) significantly affect the protection 
of investors or the public interest; (ii) impose any significant burden 
on competition; and (iii) become operative for 30 days after the date 
of filing, or such shorter time as the Commission may designate if 
consistent with the protection of investors and the public interest. A 
proposed rule change filed under Rule 19b-4(f)(6) normally does not 
become operative prior to the 30th day after the date of filing.\7\ 
However, Rule 19b-4(f)(6)(iii) permits the Commission to designate a 
shorter time if such action is consistent with the protection of 
investors and the public interest.\8\
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    \5\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \6\ 17 CFR 240.19b-4(f)(6).
    \7\ See 17 CFR 240.19b-4(f)(6)(iii).
    \8\ In addition, Rule 19b-4(f)(6)(iii) requires the self-
regulatory organization to give the Commission written notice of its 
intent to file the proposed rule change, along with a brief 
description and text of the proposed rule change, at least five 
business days prior to the date of filing of the proposed rule 
change, or such shorter time as designated by the Commission. The 
NYSE has satisfied this requirement.
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    The NYSE has requested that the Commission waive the 30-day 
operative delay so that the proposed rule change may take effect and 
become operative upon filing with the Commission pursuant to Section 
19(b)(3)(A) \9\ and Rule 19b-4(f)(6) \10\ thereunder. Waiver of the 30-
day operative delay will enable NYSE to list foreign private issuers 
whose home country laws prohibit them from complying with Section 
501.00 of the Manual. NYSE notes that Nasdaq already has a comparable 
exception to its direct registration system eligibility requirement. As 
such, waiving the operative delay eliminates a potential competitive 
disadvantage that the NYSE currently faces in competing for listings.
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    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 17 CFR 240.19b-4(f)(6).
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    For the foregoing reasons, the Commission believes that this rule 
filing qualifies for immediate effectiveness under paragraph (f)(6) of 
Rule 19b-4 \11\ and that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest. 
Accordingly, the Commission hereby designates the proposal as operative 
upon filing.\12\
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    \11\ 17 CFR 240.19b-4(f)(6).
    \12\ For the purposes only of waiving the 30-day operative 
delay, the Commission has considered the proposed rule's impact on 
efficiency, competition, and capital formation. See 15 U.S.C. 
78c(f).
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    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.

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-2008-069 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-2008-069. 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 NYSE and on NYSE's 
Web site, http://www.nyse.com. 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-2008-069 and should be submitted on or before 
September 24, 2008.

    For the Commission by the Division of Trading and Markets, 
pursuant to delegated authority.\13\
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    \13\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-20382 Filed 9-2-08; 8:45 am]

BILLING CODE 8010-01-P
