[Federal Register Volume 83, Number 163 (Wednesday, August 22, 2018)]
[Notices]
[Page 42545]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-18059]



[[Page 42545]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-83865; File No. SR-NASDAQ-2018-008]


Self-Regulatory Organizations; The Nasdaq Stock Market LLC; 
Notice of Designation of a Longer Period for Commission Action on 
Proceedings To Determine Whether To Approve or Disapprove a Proposed 
Rule Change To Modify the Listing Requirements Contained in Listing 
Rule 5635(d) To Change the Definition of Market Value for Purposes of 
the Shareholder Approval Rule and Eliminate the Requirement for 
Shareholder Approval of Issuances at a Price Less Than Book Value but 
Greater Than Market Value

August 16, 2018.
    On January 30, 2018, The Nasdaq Stock Market LLC (``Nasdaq'' or the 
``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 modify the listing requirements contained in 
Nasdaq Rule 5635(d) to (1) change the definition of market value for 
purposes of shareholder approval under Nasdaq Rule 5635(d); (2) 
eliminate the requirement for shareholder approval of issuances at a 
price less than book value but greater than market value; and (3) make 
other conforming changes. The proposed rule change was published for 
comment in the Federal Register on February 20, 2018.\3\ In response, 
the Commission received three comments on the proposal.\4\ On April 4, 
2018, the Commission extended the time period within which to approve 
the proposed rule change, disapprove the proposed rule change, or 
institute proceedings to determine whether to disapprove the proposed 
rule change to May 21, 2018.\5\ The Commission issued an order 
instituting proceedings under Section 19(b)(2)(B) of the Act \6\ to 
determine whether to approve or disapprove the proposed rule change on 
May 21, 2018 (``OIP'').\7\ The Commission received a letter from the 
Exchange in response to the OIP.\8\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 82702 (February 13, 
2018), 83 FR 7269 (February 20, 2018).
    \4\ See Letters to Brent J. Fields, Secretary, Commission, from 
Michael A. Adelstein, Partner, Kelley Drye & Warren LLP, dated 
February 28, 2018; Penny Somer-Greif, Chair, and Gregory T. 
Lawrence, Vice-Chair, Committee on Securities Law of the Business 
Law Section of the Maryland State Bar Association, dated March 13, 
2018; and Greg Rodgers, Latham Watkins, dated March 14, 2018.
    \5\ See Securities Exchange Act Release No. 82994 (April 4, 
2018), 83 FR 15441 (April 10, 2018).
    \6\ 15 U.S.C. 78s(b)(2)(B).
    \7\ See Securities Exchange Act Release No. 83294 (May 21, 
2018), 83 FR 24379 (May 25, 2018).
    \8\ See Letter to Brent J. Fields, Secretary, Commission, from 
Arnold Golub, Vice President, Listing Qualifications, Deputy General 
Counsel, Nasdaq, dated July 18, 2018.
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    Section 19(b)(2) of the Act \9\ provides that, after initiating 
disapproval proceedings, the Commission shall issue an order approving 
or disapproving the proposed rule change not later than 180 days after 
the date of publication of notice of filing of the proposed rule 
change. The Commission may, however, extend the period for issuing an 
order approving or disapproving the proposed rule change by not more 
than 60 days if the Commission determines that a longer period is 
appropriate and publishes the reasons for such determination. The 
proposed rule change was published for notice and comment in the 
Federal Register on February 20, 2018.\10\ August 19, 2018 is 180 days 
from that date, and October 18, 2018 is 240 days from that date.
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    \9\ 15 U.S.C. 78s(b)(2).
    \10\ See supra note 3.
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    The Commission finds it appropriate to designate a longer period 
within which to issue an order approving or disapproving the proposed 
rule change so that it has sufficient time to consider the proposed 
rule change and the comment letters. Accordingly, the Commission, 
pursuant to Section 19(b)(2) of the Act,\11\ designates October 18, 
2018, as the date by which the Commission shall either approve or 
disapprove the proposed rule change (File No. SR-Nasdaq-2018-008).
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    \11\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(57).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-18059 Filed 8-21-18; 8:45 am]
 BILLING CODE 8011-01-P


