[Federal Register: January 16, 2008 (Volume 73, Number 11)]
[Notices]
[Page 2960-2961]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr16ja08-107]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-57121; File No. SR-Amex-2007-89]
Self-Regulatory Organizations; American Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change
To Amend Sections 132(e), 211, and 1003(d) of the Company Guide To
Clarify That the Exchange May Delist or Deny Initial Listing to an
Issuer for Misrepresenting, or Omitting To Provide, Material
Information to the Exchange or for Failing To Provide Requested
Information Within a Reasonable Period of Time
January 10, 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 December 18, 2007, the American Stock Exchange LLC (``Amex'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been substantially prepared by the self-
regulatory organization. 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. 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 amend sections 132(e), 211 and 1003(d) of
the Amex Company Guide in order to clarify that the Amex may delist or
deny initial listing to an issuer for misrepresenting material
information or omitting to provide material information to the Amex or
for failing to provide the Amex with requested information within a
reasonable period of time. The text of the proposed rule change is
available on the Amex's Web site at http://www.amex.com, the Office of
the Secretary, the Amex, 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, 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 at
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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to amend sections
132(e), 211 and 1003(d) (collectively, the ``sections'') of the Company
Guide. The Exchange is proposing to amend the Sections in order to
clarify that the Amex may delist or deny initial listing to an issuer
if it fails to provide information \3\ within a reasonable period of
time or if any communication (including communications made in
connection with an initial listing application) to the Exchange
contains a material misrepresentation or omits material information
necessary to make the communication to the Exchange not misleading.
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\3\ The proposed rule change will specify that the Exchange may
request any additional information or documentation, public or non-
public, deemed necessary to make a determination regarding a
security's initial listing eligibility or continued listing,
including but not limited to, any material provided to or received
from the Commission or other appropriate regulatory authority.
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Sections 132(e) and 211 of the Company Guide currently require
listed companies to furnish to the Exchange such information concerning
the company as the Exchange may reasonably request. Section
1003(f)(iii) of the Company Guide provides the Exchange with authority
to prohibit initial or continued listing of a security if the issuer or
its management engages in operations which, in the opinion of the
Exchange, are contrary to the public interest. However, the Company
Guide does not explicitly state that the Amex may delist or deny
initial listing to a company that (1) makes a material
misrepresentation to the Amex or omits material information, in a
communication that would be necessary to make the communication to the
Amex not misleading or (2) fails to provide the Amex with requested
information within a reasonable period of time.
The Exchange submits that the proposed amendments will provide
greater certainty and transparency in connection with the sections of
the Company Guide. Further, the proposed rule change will provide
greater uniformity among markets because it is identical to Rule 4330
of the Nasdaq Stock Market LLC (``Nasdaq''). Although the Amex believes
that the existing listing standards allow for delisting or denial of
listing in these situations, the Exchange proposes to modify the
existing listing standards in order to codify its current existing
practice.
2. Statutory Basis
The proposed rule change is consistent with section 6(b) of the Act
\4\ in general and furthers the objectives of 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 remove impediments to and perfect the
mechanisms of a free and open market, and, in general, to protect
investors and the public interest.
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\4\ 15 U.S.C. 78f(b).
\5\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The proposed rule change will impose no 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 were solicited or received by the Exchange on
this proposal.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to section
19(b)(3)(A)
[[Page 2961]]
of the Act \6\ and Rule 19b-4(f)(6) \7\ thereunder because the proposal
does not: (i) Significantly affect the protection of investors or the
public interest; (ii) impose any significant burden on competition; and
(iii) by its terms, become operative for 30 days from the date on which
it was filed, or such shorter time as the Commission may designate if
consistent with the protection of investors and the public interest.
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\6\ 15 U.S.C. 78s(b)(3)(A).
\7\ 17 CFR 240.19b-4(f)(6).
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A proposed rule change filed under Rule 19b-4(f)(6) normally may
not become operative prior to 30 days after the date of filing.
However, Rule 19b-4(f)(6)(iii) \8\ permits the Commission to designate
a shorter time if such action is consistent with the protection of
investors and the public interest. The Exchange has requested that the
Commission waive the 30-day operative delay period. The Commission
believes that waiver of the 30-day operative delay period is consistent
with the protection of investors and the public interest. Specifically,
the Commission believes that the proposal would clarify to issuers the
Exchange's existing interpretation of the Sections and codify the
interpretation in the Exchange's rules. Further, the Commission notes
that the proposed rule change is identical to Nasdaq Rule 4330.\9\
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\8\ 17 CFR 240.19b-4(f)(6)(iii).
\9\ For purposes only of waiving the operative delay for this
proposal, 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 60 days of the filing of the proposed rule
change, the Commission may summarily abrogate such proposed 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.\10\
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\10\ 15 U.S.C. 78s(b)(3)(C).
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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-Amex-2007-89 on the subject line.
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-Amex-2007-89. 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 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-Amex-2007-89 and should be
submitted on or before February 6, 2008.
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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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8-627 Filed 1-15-08; 8:45 am]
BILLING CODE 8011-01-P