[Federal Register Volume 70, Number 11 (Tuesday, January 18, 2005)]
[Notices]
[Pages 2917-2918]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-152]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-51004; File No. SR-NASD-2004-140]
Self-Regulatory Organizations; National Association of Securities
Dealers, Inc.; Order Approving Proposed Rule Change To Eliminate Entry
and Application Fees for Exchange-Listed Issuers Transferring Listings
to Nasdaq
January 10, 2005.
On September 20, 2004, the National Association of Securities
Dealers, Inc. (``NASD''), through its subsidiary, The Nasdaq Stock
Market, Inc. (``Nasdaq''), 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 eliminate the entry and
application fees imposed upon issuers listed on a national securities
exchange that transfer their listings to Nasdaq. The proposed rule
change was published for comment in the Federal Register on December 3,
2004.\3\ The Commission received no comments on the proposal. This
order approves the proposed rule change.
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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. 50740 (November 29,
2004), 69 FR 70299.
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Pursuant to this proposed rule change, Nasdaq will eliminate entry
and application fees for exchange issuers that transfer their listing
to Nasdaq on or after September 17, 2004. For issuers that have paid
these fees, Nasdaq will refund the money. These issuers will be subject
to the same level of annual fees and listing of additional shares fees
as other Nasdaq issuers. Nasdaq states that it does not anticipate that
a large number of issuers will change their listing market,\4\ thus
Nasdaq expects that the proposed rule change will not have a material
financial impact on Nasdaq. Nasdaq states that the proposed rule change
will not affect Nasdaq's commitment of resources to its regulatory
oversight of the listing process or its regulatory programs. More
specifically, Nasdaq represents that companies that switch their
listing will be reviewed for compliance with Nasdaq listing standards
in the same manner as any other company that applies to be listed on
Nasdaq. Nasdaq will conduct a full and independent review of each
issuer's compliance with Nasdaq's listing standards.
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\4\ Nasdaq stated that, as of November 12, 2004, seven issuers
had become dually listed on Nasdaq. Nasdaq's goal is for these
issuers to eventually transfer their listings to Nasdaq. See also
Securities Exchange Act Release No. 51005, January 10, 2005, re fees
for dually listed issuers.
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The Commission finds that the proposed rule change is consistent
with the requirements of the Act and the rules and regulations
thereunder applicable to a registered securities association \5\ and,
in particular the requirements of Section 15A of the Act.\6\ The
Commission finds specifically that the proposed rule change is
consistent with Section 15A(b)(5) \7\ and 15A(b)(6) \8\ of the Act,
because while Nasdaq is eliminating certain fees for this group of
issuers based on Nasdaq's belief that review of their applications will
not require the same amount of resources as is required to review
applications of other issuers, Nasdaq will continue to review for and
enforce compliance with its listing requirements by these issuers. The
Commission believes that Nasdaq's program may ultimately benefit
issuers and investors because competition among listing markets has the
potential to enhance the quality of services that listing markets
provide.
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\5\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. 15 U.S.C. 78c(f).
\6\ 15 U.S.C. 78o-3.
\7\ 15 U.S.C. 78o-3(b)(5).
\8\ 15 U.S.C. 78o-3(b)(6).
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It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\9\ that the proposed rule change (SR-NASD-2004-140) be, and it
hereby is, approved.
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\9\ 15 U.S.C. 78s(b)(2).
[[Page 2918]]
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For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\10\
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\10\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. E5-152 Filed 1-14-05; 8:45 am]
BILLING CODE 8010-01-P