
[Federal Register: November 28, 2008 (Volume 73, Number 230)]
[Notices]               
[Page 72534-72536]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr28no08-126]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-58990; File No. SR-BSE-2008-36]

 
Self-Regulatory Organizations; Boston Stock Exchange, Inc.; 
Notice of Filing of Proposed Rule Change Relating to Delisting 
Standards

November 20, 2008.
    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 November 3, 2008, the Boston Stock Exchange, Inc. (the ``Exchange'') 
filed with the Securities and Exchange Commission (the ``Commission'') 
the proposed rule as described in Items I, II, and III below, which 
Items have been prepared by the self-regulatory organization. The 
Commission is publishing this notice to solicit comments on the 
proposed rule 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 adopt a Rule whereby the Exchange may 
determine to delist a security due to extraordinary circumstances under

[[Page 72535]]

which the Exchange has terminated its Listing Program in connection 
with the discontinuation of trading in all securities listed on its 
market. The text of the proposed rule change is available from the 
principal office of the Exchange, at the Commission's Public Reference 
Room, and is also available at http://www.nasdaqtrader.com/
Trader.aspx?id=Boston_Stock_Exchange.

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 in 
the places specified in Item IV below. The self-regulatory organization 
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
    On September 5, 2007, the Exchange announced that it was 
terminating its programs for listing and trading cash equities. In 
addition to that announcement, in October 2007, all issuers were given 
additional notice that the Listings programs had ceased. However, not 
all issuers have formally delisted. At this point, the Exchange has 
determined it is appropriate to formally delist the securities of the 
twenty-nine issuers that currently have listings with the Exchange. 
Since there may not be a basis for delisting all of these securities 
under the rules of the Exchange as currently in effect, the Exchange is 
proposing to adopt a rule to be used in rare and unusual circumstances. 
Specifically, the new rule will provide that the Exchange may determine 
to delist a security due to extraordinary circumstances under which the 
Exchange has terminated its Listing Program in connection with the 
discontinuation of trading in all securities listed on its market.
    This rule will only be utilized after a delisting determination is 
made by the Board of Directors or its designee, and:
    (1) At least 15 days before issuing its delisting determination, 
notice is provided to companies; and
    (2) as soon as practicable after the issuance of the delisting 
determination notice is provided to the company and the SEC of such 
delisting determination.
    (3) The notice to the company of the delisting determination shall 
inform the company of the opportunity to appeal.
    This rule will provide the Exchange an additional tool to maintain 
the quality of and public confidence in its market, to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, and to protect investors and the public 
interest.
    The Exchange would use this authority to delist on the grounds that 
it is not currently operating a listing program and, therefore, it is 
in the public interest that the Exchange not maintain any appearance of 
having any listings on the Exchange as long as programs for listing and 
trading cash equities and related activity have ceased. In addition, 
prior to implementing any involuntary delistings, the Exchange will 
contact each issuer and suggest that it file a Form 25 to effect a 
voluntary delisting. Issuers may initiate a voluntary delisting before 
the Exchange issues any determination. Thereafter, the Exchange will 
move to delist for those issuers that do not act in accordance with 
that suggestion. Moreover, issuers that are involuntarily delisted 
under the rule being adopted in this filing will have the appeal right 
provided for by new Section 2(c)(3) of Chapter XXVII of the Rules of 
the Exchange.\3\
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    \3\ The Commission notes that the appeals procedures proposed in 
new Section 2(c)(3) of Chapter XXVII are identical to the appeals 
procedures currently set forth in Section 2(b)(2) of Chapter XXVII.
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    The NASDAQ OMX Group, Inc. (``NASDAQ OMX''), has acquired the 
Exchange. NASDAQ OMX expects that the Exchange will resume a program 
for listing and trading cash equities. Accordingly, the Exchange 
believes it is appropriate to leave all of its listing rules, as 
amended, in place pending rule changes to its listing rules. Upon the 
resumption of a listing business by the Exchange, delisted issuers may 
be eligible for relisting if their securities meet the applicable 
standards of the Exchange.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with the provisions of Section 6 of the Act,\4\ in general, and with 
Section 6(b)(5) of the Act,\5\ in particular, in that the proposal 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 regulating, clearing, 
settling, processing information with respect to, and facilitating 
transactions 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. This proposed 
rule change promotes the protection of investors and the public 
interest because the Exchange will not maintain any appearance of 
having any listings on the Exchange as long as all programs for listing 
and trading cash equities and related activity have ceased.
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    \4\ 15 U.S.C. 78f.
    \5\ 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 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act, as amended.

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://
ww.sec.gov/rules/sro.stml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File

[[Page 72536]]

Number SR-BSE-2008-36 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-BSE-2008-36. The 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 the BSE. 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-BSE-2008-36 and should be 
submitted on or before December 19, 2008.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\6\
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    \6\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-28240 Filed 11-26-08; 8:45 am]

BILLING CODE 8011-01-P
