
[Federal Register: July 7, 2009 (Volume 74, Number 128)]
[Notices]               
[Page 32216-32217]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr07jy09-111]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-60193; File No. SR-NASDAQ-2009-052]

 
Self-Regulatory Organizations; The NASDAQ Stock Market LLC; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change to 
the Nasdaq Listing Rules To Make Certain Technical Changes and 
Typographical Corrections

June 30, 2009.
    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 June 16, 2009, The NASDAQ Stock Market LLC (``Nasdaq'') filed with 
the Securities and Exchange Commission (``Commission'') the proposed 
rule change as described in Items I and II below, which Items have been 
prepared by Nasdaq. 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. 78a.
    \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

    Nasdaq proposes a rule change to make technical changes and 
typographical corrections to Nasdaq's Listing Rules. The text of the 
proposed rule change is available from Nasdaq's Web site at http://
nasdaq.cchwallstreet.com, at Nasdaq's principal office, and at 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, Nasdaq included statements 
concerning the purpose of, and basis for, the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below, and is set forth in sections A, B, and C below.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    On March 12, 2009, Nasdaq filed a proposed rule change to revise 
the rules relating to the qualification, listing, and delisting of 
companies listed on, or applying to list on, Nasdaq to improve the 
organization of the rules, eliminate redundancies and simplify the rule 
language.\3\ These rules (the ``New Listing Rules'') were operative 
April 13, 2009. Nasdaq has observed that the March filing introduced a 
handful of typographical errors to the New Listing Rules and certain 
rules require clarification or other technical changes. As a 
consequence, Nasdaq proposes to add clarifying language and correct 
typographical errors (such as adding omitted words, deleting 
unnecessary words, and adding omitted punctuation) in Rules 5000, 5110, 
5400, 5500, 5810, 5815, 5835, and IM-5605. In addition, Nasdaq proposes 
to update a cross-reference in Rule 5710(a), which was not updated at 
the time of the adoption of the New Listing Rules, and correct 
references in Rules 5705(a) and (b). Nasdaq is also proposing to add 
descriptive titles and language to Rules 5550 and 5810 and to correct 
the title of Rule 5630 so that it is consistent with the underlying 
requirement of that rule. Last, Nasdaq is proposing to assign rule 
numbers to introductory paragraphs to certain New Listing Rules series, 
and renumber certain rules as a consequence in order to facilitate 
online navigation of the New Listing Rules. In that regard, Nasdaq is 
proposing to adopt a convention to ensure that introductory language to 
the rule series is numbered consistently throughout the New Listing 
Rules, and kept separate from the titles of the rule series to which 
such introductory language applies. As a

[[Page 32217]]

result, Rules 5000, 5100, 5400, 5500, 5600, 5700, 5800, and 5900 will 
be renumbered as 5001, 5101, 5401, 5501, 5601, 5701, 5801, and 5901 
respectively.
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    \3\ Securities Exchange Act Release No. 59663 (March 31, 2009), 
74 FR 15552 (April 6, 2009) (SR-NASDAQ-2009-018).
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2. Statutory Basis
    Nasdaq 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 it 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. The proposed rule change is 
designed to bring consistency to the numbering and structure of certain 
rules, and to conform certain other rules to conventions already 
applied to other New Listing Rules. In addition, the proposed rule 
change corrects certain typographical errors inadvertently included 
when adopting the New Listing Rules.
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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

    Nasdaq 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

    Because the foregoing proposed rule change: (1) Does not 
significantly affect the protection of investors or the public 
interest; (2) does not impose any significant burden on competition; 
and (3) by its terms does not become operative for 30 days after the 
date of this filing, or such shorter time as the Commission may 
designate if consistent with the protection of investors and the public 
interest, the proposed rule change has become effective pursuant to 
Section 19(b)(3)(A) \6\ of the Act and subparagraph (f)(6) of Rule 19b-
4 \7\ thereunder.
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    \6\ 15 U.S.C. 78s(b)(3)(A).
    \7\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii) 
requires a self-regulatory organization to provide the Commission 
with 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 Exchange has satisfied this requirement.
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    A proposed rule change filed under Rule 19b-4(f)(6) \8\ normally 
does not become operative for 30 days after the date of filing. 
However, Rule 19b-4(f)(6)(iii),\9\ permits the Commission to designate 
a shorter time if such action is consistent with the protection of 
investors and the public interest. The Exchange requests that the 
Commission waive the 30-day operative delay so that the proposal may 
become operative immediately upon filing. The Commission believes that 
waiving the 30-day operative delay will benefit the market and 
investors by making technical changes to conform the presentation of 
certain rules to be consistent to the conventions used in the New 
Listing Rules and correcting minor typographical errors, which should 
help to avoid confusion among Nasdaq's members and other market 
participants. For these reasons, the Commission designates the proposed 
rule change as operative upon filing.\10\
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    \8\ 17 CFR 240.19b-4(f)(6).
    \9\ 17 CFR 240.19b-4(f)(6)(iii).
    \10\ For purposes only of waiving the 30-day operative delay, 
the Commission has considered the proposed rule's impact on 
efficiency, competition and capital formation. 15 U.S.C. 78(c)(f).
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    At any time within 60 days of the filing of the proposed 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-NASDAQ-2009-052 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-NASDAQ-2009-052. 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-NASDAQ-2009-052 and should 
be submitted on or before July 28, 2009.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Elizabeth M. Murphy,
Secretary.
[FR Doc. E9-15904 Filed 7-6-09; 8:45 am]

BILLING CODE 8010-01-P
