Tap any paragraph to write a margin note. Your notes collect in the Desk below the text and file under cases with @. The side-by-side margin rail opens on a larger screen.

§
Marginalia
Code · REGISTER · 2007-06-06 · NUCLEAR REGULATORY COMMISSION · Notices

Notices. Notice of meeting location and time

12,292 words·~56 min read·/register/2007/06/06/07-2822

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

BILLING CODE 7555-01-M NUCLEAR REGULATORY COMMISSION Advisory Committee on Nuclear Waste and Materials; Meeting Notice The Advisory Committee on Nuclear Waste and Materials (ACNW&M) will hold its 180th meeting on June 19-21, 2007, Room T-2B3, 11545 Rockville Pike, Rockville, Maryland. Tuesday, June 19, 2007 *10 a.m.-10:05 a.m.: Opening Remarks by the ACNW&M Chairman* (Open)—The Chairman will make opening remarks regarding the conduct of today's sessions. *10:05 a.m.-11:30 a.m.: U.S. Department of Energy Briefing on the Transportation, Aging, and Disposal
(TAD)Canister and the Total System Model
(TSM)in Support of the Yucca Mountain Repository Effort* (Open)—A representative from the Department of Energy (DOE), Office of Civilian Radioactive Waste Management, will brief the Committee on the status of the Transportation, Aging, and Disposal
(TAD)canister that will be used to transport and dispose of spent nuclear fuel and other high-level radioactive waste to the proposed Yucca Mountain Repository. The speaker will also discuss DOE's Total System Model
(TSM)in support of the transportation effort. *11:30 a.m.-12 p.m.: Election of ACNW&M Officers for the period of July 1, 2007 to June 30, 2008* (Open)—The Committee will elect the Chairman and Vice Chairman for the ACNW&M for the next 1-year period. Working Group Meeting on Implementation of 10 CFR 20.1406
(Open)*1 p.m.-1:05 p.m.: Opening Remarks and Introductions* (Open)—ACNW&M Member Dr. James Clarke will provide an overview of the Working Group Meeting, including the meeting purpose and scope, and introduce invited speakers. 1:05 p.m.-4 p.m.: Scheduled Presentations • Representatives from the designers of the Westinghouse AP1000 and the General Electric ESBWR power reactors will present information on the implementation of 10 CFR 20.1406, “Minimization of Contamination,” in the designs of these reactors. • A representative from the NRC's Office of Nuclear Regulatory Research will brief the Committee on draft Regulatory Guide 4012. • A representative of the Nuclear Energy Institute will present information on industry contributions to the draft Regulatory Guide and implementation of 10 CFR 20.1406. There may be a 15 minute break at some point during this activity. *4 p.m.-5 p.m.: Discussion and Wrap Up* (Open)—Committee Member Clarke will lead a discussion of the ACNW&M Members and the invited speakers. Dr. Clarke will provide a summary of the Working Group Meeting, including a discussion of a possible letter report to the Commission. Wednesday, June 20, 2007 *8:30 a.m.-8:35 a.m.: Opening Remarks by the ACNW&M Chairman* (Open)—The Chairman will make opening remarks regarding the conduct of today's sessions. *8:35 a.m.-9:30 a.m.: NRC Office of Public Affairs' Perspectives on Radiation Risk Communication* (Open)—NRC staff representative from the Office of Public Affairs
(OPA)will brief the Committee on the NRC's efforts to inform the public about the health effects from low dose radiation exposure. The discussion is also expected to address the public perceptions about radiation exposures. *9:30 a.m.-10 a.m.: A Basic Primer on High-Burnup Spent Nuclear Fuel and Its Cladding* (Open)—ACNW&M staff will provide the Committee with a lecture on spent nuclear fuels (SNFs), the effects from high-burnup exposure, and how storage and transportation of SNF can be affected by burnup-affected characteristics. Some of the topics to be covered are cladding types, hydriding, and oxidation. *10:15 a.m.-11:45 a.m.: ACNW&M Staff Attendance to Recent Technical Meetings* (Open)—ACNW&M staff will report to the Committee on their attendance to recent technical meetings such as: the NEI Dry Cask Storage Forum, the National Mining Association (NMA)/NRC Uranium Recovery Workshop, the Devil's Hole Workshop, and the DOE/NRC Technical Exchange Meeting on Preclosure Facilities Layout and Operations. *1 p.m.-4:30 p.m.: Discussion of ACNW&M Letter Reports* (Open)—The Committee will discuss potential and proposed ACNW&M letter reports. *4:30 p.m.-5:30 p.m.: Miscellaneous* (Open)—The Committee will discuss matters related to the conduct of ACNW&M activities and specific issues that were not completed during previous meetings, as time and availability of information permit. Discussions may include content of future letters and scope of future Committee Meetings. Thursday, June 21, 2007 *8:30 a.m.-5 p.m.: Miscellaneous* (Open)—The Committee will discuss matters related to the conduct of ACNW&M activities and specific issues that were not completed during previous meetings. Discussions may include content of future letters and scope of future Committee Meetings. Procedures for the conduct of and participation in ACNW&M meetings were published in the **Federal Register** on October 12, 2006 (71 FR 60196). In accordance with those procedures, oral or written views may be presented by members of the public. Electronic recordings will be permitted only during those portions of the meeting that are open to the public. Persons desiring to make oral statements should notify Dr. Antonio F. Dias (Telephone 301-415-6805), between 8:15 a.m. and 5 p.m. ET, as far in advance as practicable so that appropriate arrangements can be made to schedule the necessary time during the meeting for such statements. Use of still, motion picture, and television cameras during the meeting may be limited to selected portions of the meeting as determined by the ACNW&M Chairman. Information regarding the time to be set aside for taking pictures may be obtained by contacting the ACNW&M office prior to the meeting. In view of the possibility that the schedule for ACNW&M meetings may be adjusted by the Chairman as necessary to facilitate the conduct of the meeting, persons planning to attend should notify Dr. Dias as to their particular needs. Further information regarding topics to be discussed, whether the meeting has been canceled or rescheduled, as well as the Chairman's ruling on requests for the opportunity to present oral statements and the time allotted therefor can be obtained by contacting Dr. Dias. ACNW meeting agenda, meeting transcripts, and letter reports are available through the NRC Public Document Room at *pdr@nrc.gov,* or by calling the PDR at 1-800-397-4209, or from the Publicly Available Records System
(PARS)component of NRC's document system (ADAMS) which is accessible from the NRC Web site at *http://www.nrc.gov/reading-rm/adams.html or http://www.nrc.gov/reading-rm/doc-collections/ (ACRS & ACNW Mtg schedules/agendas).* Video teleconferencing service is available for observing open sessions of ACNW&M meetings. Those wishing to use this service for observing ACNW&M meetings should contact Mr. Theron Brown, ACRS/ACNW&M Audio Visual Technician (301-415-8066), between 7:30 a.m. and 3:45 p.m., (ET), at least 10 days before the meeting to ensure the availability of this service. Individuals or organizations requesting this service will be responsible for telephone line charges and for providing the equipment and facilities that they use to establish the video teleconferencing link. The availability of video teleconferencing services is not guaranteed. Dated: May 31, 2007. Andrew L. Bates, Advisory Committee Management Officer. [FR Doc. E7-10858 Filed 6-5-07; 8:45 am] BILLING CODE 7590-01-P NUCLEAR REGULATORY COMMISSION Advisory Committee on Nuclear Waste and Materials Meeting on Planning and Procedures; Notice of Meeting The Advisory Committee on Nuclear Waste and Materials (ACNW&M) will hold a Planning and Procedures meeting on June 19, 2007, Room T-2B1, 11545 Rockville Pike, Rockville, Maryland. The entire meeting will be open to public attendance, with the exception of a portion that may be closed pursuant to 5 U.S.C. 552b(c)(2) and
(6)to discuss organizational and personnel matters that relate solely to internal personnel rules and practices of ACNW&M, and information the release of which would constitute a clearly unwarranted invasion of personal privacy. The agenda for the subject meeting shall be as follows: Tuesday, June 19, 2007—8:30 a.m.-9:30 a.m. The Committee will discuss proposed ACNW&M activities and related matters. The purpose of this meeting is to gather information, analyze relevant issues and facts, and formulate proposed positions and actions, as appropriate, for deliberation by the full Committee. Members of the public desiring to provide oral statements and/or written comments should notify the Designated Federal Official, Dr. Antonio F. Dias ( *Telephone* : 301/415-6805) between 8:15 a.m. and 5 p.m.
(ET)5 days prior to the meeting, if possible, so that appropriate arrangements can be made. Electronic recordings will be permitted only during those portions of the meeting that are open to the public. Further information regarding this meeting can be obtained by contacting the Designated Federal Official between 8:15 a.m. and 5 p.m. (ET). Persons planning to attend this meeting are urged to contact the above named individual at least 2 working days prior to the meeting to be advised of any potential changes in the agenda. Dated: May 30, 2007. Antonio F. Dias, Branch Chief, ACNW&M. [FR Doc. E7-10861 Filed 6-5-07; 8:45 am] BILLING CODE 7590-01-P SECURITIES AND EXCHANGE COMMISSION Proposed Collection; Comment Request Upon written request, copies available from: Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549. *Extension:* Rule 248.30; SEC File No. 270-549; OMB Control No. 3235-0610. Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 *et seq.* ) the Securities and Exchange Commission (“Commission”) plans to submit to the Office of Management and Budget (“OMB”) a request for extension of the previously approved collection of information for rule 248.30 under Regulation S-P (17 CFR 248.30), titled “Procedures to Safeguard Customer Records and Information; Disposal of Consumer Report Information.” Rule 248.30 (the “safeguard rule”) requires brokers, dealers, investment companies, and investment advisers registered with the Commission (“registered investment advisers”) (collectively “covered institutions”) to adopt written policies and procedures for administrative, technical, and physical safeguards to protect customer records and information. The safeguards must be reasonably designed to “insure the security and confidentiality of customer records and information,” “protect against any anticipated threats or hazards to the security and integrity” of those records, and protect against unauthorized access to or use of those records or information, which “could result in substantial harm or inconvenience to any customer.” The safeguard rule's requirement that covered institutions' policies and procedures be documented in writing constitutes a collection of information and must be maintained on an ongoing basis. This requirement eliminates uncertainty as to required employee actions to protect customer records and information and promotes more systematic and organized reviews of safeguard policies and procedures by institutions. The information collection also assists the Commission's examination staff in assessing the existence and adequacy of covered institutions' safeguard policies and procedures. The Commission staff estimates that approximately 449 new entities are subject to the requirements of the safeguard rule's documentation requirement each year. Of these, we estimate that 389 will be small entities, and that on average a small entity will spend an average of 15 hours to develop and document its safeguard policies and procedures. The Commission staff therefore estimates a one-time hour burden for these new, smaller entities of 5,835 hours. We estimate that 60 additional large institutions will be subject to the rule, and that on average each new large institution will spend 715 hours to develop and document their safeguard policies and procedures, for a one-time burden of 42,900 hours. Thus, we estimate a one-time hour burden for new entities of 48,735 hours per year. The Commission staff also estimates that 2,080 institutions review and update their policies and procedures under the rule each year. We estimate that 815 of these institutions are smaller entities that spend an average of 6 hours reviewing and updating their policies and procedures once per year, or 4,890 hours annually. We estimate that an additional 1,265 larger institutions spend an average of 30 hours to review and update their safeguard policies and procedures, or 37,950 hours each year. Accordingly, we estimate that the annual burden for covered institutions that review and update their safeguard policies and procedures is 42,840 hours. We therefore estimate a total of 2,529 respondents and an annual burden of 91,575 hours associated with the rule's collection of information requirement. These estimates of average burden hours are made solely for the purposes of the Paperwork Reduction Act. An agency may not conduct or sponsor, and a person is not required to respond to a collection of information unless it displays a currently valid control number. The safeguard rule does not require the reporting of any information or the filing of any documents with the Commission. The collection of information required by the safeguard rule is mandatory. Written comments are invited on:
(a)Whether the proposed collection of information is necessary for the proper performance of the functions of the agency, including whether the information will have practical utility;
(b)the accuracy of the agency's estimate of the burden of the collection of information;
(c)ways to enhance the quality, utility, and clarity of the information collected; and
(d)ways to minimize the burden of the collection of information on respondents, including through the use of automated collection techniques or other forms of information technology. Consideration will be given to comments and suggestions submitted in writing within 60 days of this publication. Please direct your written comments to R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, C/O Shirley Martinson, 6432 General Green Way, Alexandria, Virginia 22312 or send an e-mail to: *PRA_Mailbox@sec.gov* . Dated: May 30, 2007. Florence E. Harmon, Deputy Secretary. [FR Doc. E7-10847 Filed 6-5-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION Submission for OMB Review; Comment Request *Upon Written Request; Copies Available From:* Securities and Exchange Commission, Office of Filings and Information Services, Washington, DC 20549. *Extension:* Form F-6; OMB Control No. 3235-0292; SEC File No. 270-270. Notice is hereby given that pursuant to the Paperwork Reduction Act of 1995 (44 U.S.C. 3501 *et seq.* ), the Securities and Exchange Commission (“Commission”) has submitted to the Office of Management and Budget this request for extension of the previously approved collection of information discussed below. The Commission exercised its authority under Section 19 of the Securities Act of 1933 (15 U.S.C. 77a *et seq.* ) to establish Form F-6 for registration of American Depositary Receipts
(ADRs)of foreign companies. Form F-6 requires disclosure of information regarding the terms of the depository bank, fees charged, and a description of the ADRs. No special information regarding the foreign company is required to be prepared or disclosed, although the foreign company must be one which periodically furnishes information to the Commission. The information is needed to ensure that investors in ADRs have full disclosure of information concerning the deposit agreement and the foreign company. Form F-6 takes approximately 1 hour per response to prepare and is filed by 150 respondents annually. We estimate that 25% of the 1 hour per response (.25 hours) is prepared by the filer for a total annual reporting burden of 37.5 hours (.25 hours per response × 150 responses). The information provided on Form F-6 is mandatory to best ensure full disclosure of ADRs being issued in the U.S. All information provided to the Commission is available for public review upon request. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid control number. Written comments regarding the above information should be directed to the following persons:
(i)Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 10102, New Executive Office Building, Washington, DC 20503 or send an e-mail to *David_Rostker@omb.eop.gov* ; and
(ii)R. Corey Booth, Director/Chief Information Officer, Securities and Exchange Commission, c/o Shirley Martinson, 6432 General Green Way, Alexandria, VA 22312; or send an e-mail to: *PRA_Mailbox@sec.gov* . Comments must be submitted to OMB within 30 days of this notice. Dated: May 30, 2007. Florence E. Harmon, Deputy Secretary. [FR Doc. E7-10848 Filed 6-5-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55837; File No. SR-Amex-2006-99] Self-Regulatory Organizations; American Stock Exchange LLC; Order Granting Approval to Proposed Rule Change and Amendment No. 1 Thereto Relating to Reverse Mergers and Shareholder Approval for Change of Control Situations May 31, 2007. I. Introduction On October 5, 2006, the American Stock Exchange LLC (“Amex” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) 1 of the Securities Exchange Act (“Act”), and Rule 19b-4 thereunder, 2 a proposed rule change relating to reverse mergers. On February 14, 2007, the Exchange filed Amendment No. 1 to the proposed rule change. 3 The proposed rule change was published for comment in the **Federal Register** on March 22, 2007. 4 The Commission received no comments on the proposed rule change. This order approves the proposed rule change, as amended. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 Amendment No. 1 makes revisions to the proposed rule text, including revisions conforming the proposed rule text to a filing submitted by The NASDAQ Stock Market LLC (“Nasdaq”) and approved by the Commission in the period following submission of the original filing (Securities Exchange Act Release No. 55052 (January 5, 2007), 72 FR 1569 (January 12, 2007) (SR-NASDAQ-2006-047)) and revisions incorporating an immediately effective filing submitted by Amex in the same period (Securities Exchange Act Release No. 55096 (January 12, 2007), 72 FR 2563 (January 19, 2007) (SR-Amex-2007-03)). Amendment No. 1 replaces and supersedes the original filing in its entirety. 4 *See* Securities Exchange Act Release No. 55477 (Mar. 15, 2007), 72 FR 13542. II. Description of the Proposal The Exchange proposes to amend
(i)Section 341 of the Amex Company Guide (“Guide”) to clarify the circumstances under which a listed issuer will be deemed to have engaged in a reverse merger thereby requiring the post-transaction entity to satisfy the initial listing standards and the process a listed issuer must follow when applying for initial listing in connection with a reverse merger and
(ii)Section 713 of the Guide to require shareholder approval in connection with the issuance or potential issuance of additional listed securities that will result in a change of control of a listed issuer. Section 341 of the Guide currently provides that if an issuer listed on the Amex engages in any plan of acquisition, merger or consolidation, the net effect of which is that the listed issuer is acquired by an unlisted entity, even if the listed issuer is the nominal survivor, the post-transaction entity is required to satisfy the initial listing standards. Such transactions are typically referred to as “Reverse Mergers.” Because the issuer resulting from a Reverse Merger is essentially a different entity from the listed issuer, Section 341 does not permit the post-transaction entity to remain listed on the Amex unless it qualifies as a new listing. The Exchange stated that this prohibition is intended to prevent “back door listings” whereby an unqualified entity attempts to obtain an Amex listing. Both the New York Stock Exchange LLC (“NYSE”) 5 and Nasdaq 6 have comparable provisions. 5 Section 703.08(E) of the NYSE Listed Company Manual. 6 Nasdaq Rule 4340(a). The Exchange stated that many Reverse Mergers are entered into for *bona fide* business reasons; however, in some cases listed issuers that are not in compliance with the continued listing standards, and face potential delisting, attempt to enter into Reverse Mergers with private entities in order to retain their Amex listing. In other situations, the Exchange explained that a listed issuer may be in compliance with the continued listing standards but the post-transaction entity would not satisfy the initial listing standards. In both of these cases, a change of control occurs but the listed issuer attempts to structure the transaction so that it will not be deemed a Reverse Merger under the current rule. The Exchange proposes amending Section 341 to provide greater clarity and transparency as to
(i)What constitutes a Reverse Merger,
(ii)the factors the Exchange will consider in determining whether a transaction or series of transactions constitute(s) a Reverse Merger,
(iii)the consequences of entering into a Reverse Merger and
(iv)the process a listed issuer must follow in connection with a Reverse Merger. The proposed rule change will provide that, in addition to meeting the initial listing standards, a listed company entering into a Reverse Merger will need to obtain shareholder approval in accordance with Section 713 in order to issue additional listed securities in connection with such Reverse Merger. In addition, while the determination of whether a Reverse Merger has occurred or will occur is to some degree subjective, the Exchange proposes to amend Section 341 to more clearly delineate the factors that will be considered by the Exchange in its analysis of a transaction. 7 7 The Exchange's proposed Section 341 states that a “Reverse Merger” is: “any plan of acquisition, merger or consolidation whereby a listed company combines with, or into, a company not listed on the Exchange, resulting in a change of control of the listed company and potentially allowing such unlisted company to obtain an Exchange listing. In determining whether a change of control constitutes a Reverse Merger, the Exchange will consider all relevant factors, including, but not limited to, changes in the management, board of directors, voting power, ownership, and financial structure of the listed company. The Exchange will also consider the nature of the businesses and the relative size of both the listed and the unlisted companies.” *See* proposed Section 341 of the Guide. Section 341 currently recommends that listed issuers submit any proposed plan which could constitute a Reverse Merger to the Exchange for an informal opinion prior to the plan's promulgation. The Exchange stated that the intent of such provision is to permit Exchange staff to review the proposed transaction in order to determine if it constitutes a Reverse Merger and, in the case of a Reverse Merger, to review the post-transaction entity in order to confirm that it will meet initial listing standards. The Exchange proposes to make such process more transparent by requiring a listed issuer to submit an initial listing application with sufficient time to permit the Exchange to complete its review of the post-transaction entity and providing that delisting proceedings will be commenced if such initial listing application has not been approved prior to consummation of the Reverse Merger. The Commission approved a similar rule change filed by Nasdaq. 8 8 *See supra* note 3. In association with the proposed changes to Section 341, the Exchange also proposes to amend Section 713. Section 713 currently requires shareholder approval as a prerequisite to Exchange approval of applications to list additional shares issued in connection with a transaction (other than a public offering) which would involve the application of the initial listing standards in evaluating an acquisition of a listed company by an unlisted company under Section 341 of the Guide. The Exchange proposes revising Section 713 to require shareholder approval as a prerequisite to Exchange approval of additional listing applications when the issuance or potential issuance of additional securities will result in a change of control of a listed issuer, regardless of whether such change of control also constitutes a Reverse Merger. Additionally, the Exchange proposes changes to Sections 341 and 713 to clarify the relationship between their respective requirements. Both NYSE 9 and Nasdaq 10 require shareholder approval for change of control transactions and the Exchange believes it is necessary and appropriate to require listed issuers to obtain shareholder approval of any issuance or potential issuance of additional listed securities that will result in a change of control. 9 Section 312.03(d) of the NYSE Listed Company Manual. 10 Nasdaq Rule 4350(i)(1)(B). III. Discussion After careful review of the proposal, the Commission finds that the proposed rule change, as amended, is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange. 11 In particular, the Commission finds that the proposal is consistent with Section 6(b)(5) of the Act, 12 which requires, among other things, that the rules of an exchange be designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and the national market system, and, in general, to protect investors and the public interest. 11 In approving this proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition and capital formation. *See* 15 U.S.C. 78c(f). 12 15 U.S.C. 78f(b)(5). The Commission believes that the proposal will help listed companies by providing greater clarity as to the process a listed company must follow in connection with a reverse merger. More specifically, the Commission notes that the proposed rule change provides guidance to issuers on what constitutes a Reverser Merger under the Exchange's rules, as well as the consequences of such a transaction, including potential delisting. This additional guidance may be helpful to investors as well. Finally, the Commission notes that the Exchange is clarifying and broadening its shareholder approval rules by requiring shareholder approval in all change of control situations, not just Reverse Mergers, which will protect investors and the public interest. This should allow investors of listed issuers to participate in important corporate decisions involving a change of control. While certain change of control situations would require shareholder approval under other provisions of the Guide, this proposal ensures that all change of control situations must be approved by shareholders, thereby strengthening the Exchange's shareholder approval requirements, and is consistent with comparable rules of the New York Stock Exchange and Nasdaq. IV. Conclusion *It is therefore ordered* , pursuant to Section 19(b)(2) of the Act, 13 that the proposed rule change (SR-Amex-2006-99) be, and hereby is, approved. 13 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 14 14 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-10871 Filed 6-5-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55826; File No. SR-CBOE-2007-47] Self-Regulatory Organizations; Chicago Board Options Exchange, Incorporated; Notice of Filing and Order Granting Accelerated Approval of a Proposed Rule Change Relating to Permanent Approval of the Preferred Market Maker Program May 29, 2007. 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 May 15, 2007, the Chicago Board Options Exchange, Incorporated (“CBOE” 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 prepared by the Exchange. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons and is approving the proposal on an accelerated basis. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The Exchange proposes to make the Preferred Market Maker Program permanent. The text of the proposed rule change is available on CBOE's Web site at *http://www.cboe.org/legal* , at the Exchange'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, the Exchange 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 III below. The Exchange 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 In June, 2005, CBOE obtained approval of a filing adopting a Preferred DPM Program. 3 This allowed order providers to send orders to the Exchange designating a Preferred DPM from among the DPM complex. If the Preferred DPM was quoting at the NBBO at the time the order was received by CBOE, the Preferred DPM was entitled to the entire DPM participation entitlement. The Exchange subsequently modified the applicable participation entitlement percentages under the program 4 and, then expanded the scope of the program to apply to qualifying Market Makers (as opposed to just DPMs). 5 At that time the program was renamed the Preferred Market Maker Program. 3 *See* Securities Exchange Act Release No. 51779 (June 2, 2005), 70 FR 33564 (June 8, 2005) (approving SR-CBOE-2004-71). 4 *See* Securities Exchange Act Release Nos. 51824 (June 10, 2005), 70 FR 35476 (June 20, 2005) (approving SR-CBOE-2005-45); and 52021 (July 13, 2005), 70 FR 41462 (July 19, 2005) (approving SR-CBOE-2005-50). 5 *See* Securities Exchange Act Release No. 52506 (September 23, 2005), 70 FR 57340 (September 30, 2005) (approving SR-CBOE-2005-58). The Preferred Market Maker Program has been operating on a pilot basis. The pilot is due to expire on June 2, 2007. Since the Pilot was put into operation it has been positively received by the options trading community. There has not been any adverse or unanticipated negative impact on the market by the presence of the Preferred Market Maker Program. Further, CBOE believes that the pilot program helps generate greater order flow for the Exchange which in turn adds depth and liquidity to CBOE's markets. 2. Statutory Basis CBOE believes that the proposed rule change is consistent with the Act 6 and the rules and regulations under the Act applicable to a national securities exchange and, in particular, the requirements of Section 6(b) of the Act. 7 Specifically, the Exchange believes the proposed rule change is consistent with the Section 6(b)(5) 8 requirements that an exchange have rules that are designed to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and to protect investors and the public interest. 6 15 U.S.C. 78a *et seq.* 7 15 U.S.C. 78(f)(b). 8 15 U.S.C. 78(f)(b)(5). B. Self-Regulatory Organization's Statement on Burden on Competition CBOE does not believe that the proposed rule change will impose any burden on competition 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 The Exchange neither solicited nor received comments on the proposal. III. 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-CBOE-2007-47 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-CBOE-2007-47. 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. 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-CBOE-2007-47 and should be submitted on or before June 27, 2007. IV. Commission's Findings and Order Granting Accelerated Approval of the Proposed Rule Change After careful consideration, the Commission finds that the proposed rule change is consistent with the requirements of Section 6 of the Act 9 and the rules and regulations thereunder applicable to a national securities exchange, 10 and, in particular, the requirements of Section 6(b)(5) of the Act. 11 Section 6(b)(5) requires, among other things, that the rules of a national securities exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, 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 Commission notes that the Exchange's Preferred Market Maker Program was approved on a pilot basis approximately two years ago. 12 The Exchange has asked the Commission to approve the Exchange's Preferred Market Maker Program on a permanent basis. For the reasons noted by the Commission when it initially approved the Exchange's Preferred Market Maker Program on a pilot basis, the Commission continues to believe that the Exchange's Preferred Market Maker Program does not jeopardize market integrity or the incentive for market participants to post competitive quotes. 13 Accordingly, the Commission finds that the proposal is consistent with the Act. 9 15 U.S.C. 78f. 10 In approving this proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). 11 15.U.S.C. 78f(b)(5). 12 *See* notes 3 to 5, *supra.* 13 *See* note 3, *supra.* The Exchange has requested that the Commission find good cause for approving the proposed rule change prior to the thirtieth day after publication of notice thereof in the **Federal Register** . The Commission believes that granting accelerated approval of the proposed rule change would allow the Exchange's Preferred Market Maker to continue without disruption beyond the June 2, 2007 expiration date of the current pilot program. Accordingly, the Commission finds good cause, consistent with Section 19(b)(2) of the Act, 14 for approving the proposed rule change prior to the thirtieth day after publication of notice thereof in the **Federal Register** . 14 15 U.S.C. 78s(b)(2). V. Conclusion *It is therefore ordered,* pursuant to Section 19(b)(2) of the Act, 15 that the proposed rule change (SR-CBOE-2007-47), is hereby approved on an accelerated basis. 15 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 16 16 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-10790 Filed 6-5-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55833; File No. SR-ISE-2007-28] Self-Regulatory Organizations; International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change and Amendment No. 1 Thereto Relating to the Expiration of an ISE Stock Exchange Fee Waiver and the Granting of a Fee Waiver for Certain Other Transactions May 31, 2007. 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 May 1, 2007, the International Securities Exchange, LLC (“ISE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II and III below, which Items have been substantially prepared by the Exchange. On May 29, 2007, the ISE filed Amendment No. 1 to the proposed rule change. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The ISE is proposing to amend its Schedule of Fees to reflect the expiration of a fee waiver related to all transactions executed on the ISE Stock Exchange (“ISE Stock”) and to allow for a waiver of certain transactions executed on ISE Stock. The text of the proposed rule change is available at *http://www.iseoptions.com* and 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 Exchange 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 Exchange 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 The purpose of this proposed rule change is to amend the Schedule of Fees to reflect the expiration of a fee waiver related to all MidPoint Match (“MPM”) transactions executed on ISE Stock, a facility of the Exchange, and to allow for a waiver of certain other MPM transactions executed on ISE Stock. The Exchange currently waives all execution fees for MPM transactions in an effort to promote trading on ISE Stock. The Exchange currently waives all execution fees in an effort to promote trading on ISE Stock. 3 The fee waiver is scheduled to expire on May 1, 2007. 4 3 *See* Securities Exchange Act Release No. 54561 (October 2, 2006), 71 FR 59844 (October 11, 2006). 4 *See* Securities Exchange Act Release No. 55560 (March 29, 2007), 72 FR 16837 (April 5, 2007). The Exchange proposes to waive the transaction fee applicable to executions in MPM when the same firm enters a MPM buy order which executes against that same firm's MPM sell order. However, the Exchange represents that, due to the configuration of session lines carrying orders for multiple firms, it is not always possible for the Exchange to determine who the originating firm is that entered the order. Accordingly, for a firm to avail itself of this waiver, the firm must ensure that the MPM order sent by it, or on its behalf, is marked with the firm's identifier or is uniquely identified by submission on a dedicated session. A firm may contact the Exchange to set up its own dedicated session line, whereby all MPM orders sent by it will be identified as that member's order and will be afforded the waiver anytime one of its MPM buy orders executes against one of its own MPM sell orders. Alternatively, a firm may contact a service bureau that is connected to ISE to have the service bureau allocate a session line solely for that firm's orders, *i.e.* , creating a dedicated session line for that firm. In those situations where one firm submits MPM orders to the Exchange over different session lines, the Exchange represents that so long as the firm is identifiable as the originating firm on both sides of the MPM execution, the firm will be afforded the waiver, regardless of what line the MPM orders were submitted through. 2. Statutory Basis The basis under the Act for this proposed rule change is the requirement under Section 6(b)(4) 5 that the Exchange provide for the equitable allocation of reasonable dues, fees, and other charges among its members and issuers and other persons using its facilities. 5 15 U.S.C. 78f(b)(4). B. Self-Regulatory Organization's Statement on Burden on Competition The Exchange believes that the proposed rule change does not impose any 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 The Exchange has not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any unsolicited written comments from members or other interested parties. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing proposed rule change has become effective pursuant to Section 19(b)(3)(A)(ii) of the Act 6 and Rule 19b-4(f)(2) thereunder, 7 because it establishes or changes a due, fee, or other charge imposed by the Exchange. Accordingly, the proposal will take effect upon filing with the Commission. 6 15 U.S.C. 78s(b)(3)(A)(ii). 7 17 CFR 240.19b-4(f)(2). At any time within 60 days of the filing of such 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. 8 8 For purposes of calculating the 60-day period within which the Commission may summarily abrogate the proposed rule change under Section 19(b)(3)(C) of the Act, the Commission considers the period to commence on May 29, 2007, the date on which the ISE filed Amendment No. 1. *See* 15 U.S.C. 78s(b)(3)(C). 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-ISE-2007-28 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-ISE-2007-28. 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. Copies of such filing also will be available for inspection and copying at the principal office of the ISE. 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-ISE-2007-28 and should be submitted on or before June 27, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 9 9 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-10873 Filed 6-5-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55836; File No. SR-ISE-2007-31] Self-Regulatory Organizations; International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Fee Changes May 31, 2007. Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”), 1 and Rule 19b-4 thereunder, 2 notice is hereby given that on May 2, 2007, the International Securities Exchange, LLC (“ISE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I, II, and III below, which Items have been substantially prepared by the ISE. The ISE has designated this proposal as one establishing or changing a due, fee, or other charge applicable only to a member under Section 19(b)(3)(A)(ii) of the Act, 3 and Rule 19b-4(f)(2) thereunder, 4 which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 15 U.S.C. 78s(b)(3)(A)(ii). 4 17 CFR 240.19b-4(f)(2). I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The ISE is proposing to amend its Schedule of Fees to establish fees for transactions in options on two Premium Products. 5 The text of the proposed rule change is available at the Exchange, the Commission's Public Reference Room, and at *http://www.iseoptions.com.* 5 “Premium Products” is defined in the Schedule of Fees as the products enumerated therein. 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 ISE 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 ISE 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 The Exchange is proposing to amend its Schedule of Fees to establish fees for transactions in options on the following two Premium Products: Rydex S&P Equal Weight ETF (“RSP”) 6 and iShares Goldman Sachs Semiconductor Index Fund (“IGW”). 7 The Exchange represents that RSP and IGW are eligible for options trading because they constitute “Fund Shares,” as defined by ISE Rule 502(h). 6 “Standard & Poor's®,” “S&P®,” “S&P 500®,” “Standard & Poor's 500,” “500,” and “S&P 500 Equal Weight Index” are trademarks of The McGraw-Hill Companies, Inc. (“McGraw-Hill”) and have been licensed for use by Rydex Global Advisors and its affiliates (“Rydex”). RSP is not sponsored, sold, promoted or endorsed by S&P, a division of McGraw-Hill, and S&P makes no representation regarding the advisability of investing in RSP. All other trademarks, service marks, or registered trademarks are the property of their respective owners. Neither Rydex nor S&P have licensed or authorized ISE to
(i)Engage in the creation, listing, provision of a market for trading, marketing, and promotion of options on RSP or
(ii)use and refer to any of their trademarks or service marks in connection with the listing, provision of a market for trading, marketing, and promotion of options on RSP or with making disclosures concerning options on RSP under any applicable federal or state laws, rules or regulations. Rydex and S&P do not sponsor, endorse, or promote such activity by ISE and are not affiliated in any manner with ISE. 7 iShares® is a registered trademark of Barclays Global Investors, N.A. (“BGI”), a wholly owned subsidiary of Barclays Bank PLC. “Goldman Sachs” and “Goldman Sachs Technology Industry Semiconductor Index” are service marks of Goldman Sachs and Co. (“Goldman Sachs”) and have been licensed for use for certain purposes by BGI. IGW is not sponsored, endorsed, sold or promoted by Goldman Sachs, and Goldman Sachs makes no representation regarding the advisability of investing in IGW. All other trademarks, service marks or registered trademarks are the property of their respective owners. Neither BGI nor Goldman Sachs have licensed or authorized ISE to
(i)Engage in the creation, listing, provision of a market for trading, marketing, and promotion of options on IGW or
(ii)use and refer to any of their trademarks or service marks in connection with the listing, provision of a market for trading, marketing, and promotion of options on IGW or with making disclosures concerning options on IGW under any applicable federal or state laws, rules or regulations. BGI and Goldman Sachs do not sponsor, endorse, or promote such activity by ISE and are not affiliated in any manner with ISE. All of the applicable fees covered by this filing are identical to fees charged by the Exchange for all other Premium Products. Specifically, the Exchange is proposing to adopt an execution fee and a comparison fee for all transactions in options on RSP and IGW. 8 The amount of the execution fee and comparison fee for products covered by this filing shall be $0.15 and $0.03 per contract, respectively, for all Public Customer Orders 9 and Firm Proprietary orders. The amount of the execution fee and comparison fee for all ISE Market Maker transactions shall be equal to the execution fee and comparison fee currently charged by the Exchange for ISE Market Maker transactions in equity options. 10 Finally, the amount of the execution fee and comparison fee for all non-ISE Market Maker transactions shall be $0.16 and $0.03 per contract, respectively. Further, since options on RSP and IGW are multiply-listed, the Payment for Order Flow fee shall also apply. The Exchange believes the proposed rule change will further the Exchange's goal of introducing new products to the marketplace that are competitively priced. 8 The Exchange represents that these fees will be charged only to Exchange members. Under a pilot program that is set to expire on July 31, 2007, these fees will also be charged to Linkage Orders (as defined in ISE Rule 1900). See Securities Exchange Act Release No. 54204 (July 25, 2006), 71 FR 43548 (August 1, 2006) (SR-ISE-2006-38). 9 “Public Customer Order” is defined in ISE Rule 100(a)(39) as an order for the account of a Public Customer. “Public Customer” is defined in ISE Rule 100(a)(38) as a person that is not a broker or dealer in securities. 10 The execution fee is currently between $.21 and $.12 per contract side, depending on the Exchange Average Daily Volume, and the comparison fee is currently $.03 per contract side. Further, the Exchange proposes to remove IWF, IWP, IWS and IWV from its Schedule of Fees because the Exchange recently delisted these four Premium Products, and they no longer trade on the Exchange. 11 11 Certain clarifying language changes were made to the original filing. Telephone call between Samir Patel, Assistant General Counsel, ISE and Richard Holley, Special Counsel, Division of Market Regulation, Commission, on May 25, 2007. Finally, the Exchange notes that the symbol for EENC has changed to ENT, 12 and the Schedule of Fees has been updated to reflect that change. 13 12 On February 9, 2007, Enterra Energy Trust, whose options are currently traded on the Exchange, changed its ticker symbol from EENC to ENT. 13 *See supra* note 11. 2. Statutory Basis The Exchange believes that the proposed rule change is consistent with the objectives of Section 6 of the Act, 14 in general, and furthers the objectives of Section 6(b)(4), 15 in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees and other charges among its members and other persons using its facilities. 14 15 U.S.C. 78f. 15 15 U.S.C. 78f(b)(4). B. Self-Regulatory Organization's Statement on Burden on Competition The proposed rule change does not impose any 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 The Exchange has not solicited, and does not intend to solicit, comments on this proposed rule change. The Exchange has not received any unsolicited written comments from members or other interested parties. 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) of the Act 16 and Rule 19b-4(f)(2) 17 thereunder. At any time within 60 days of the filing of such 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. 16 15 U.S.C. 78s(b)(3)(A). 17 17 CFR 19b-4(f)(2). 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 No. SR-ISE-2007-31 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-ISE-2007-31. 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. Copies of such filing also will be available for inspection and copying at the principal office of the ISE. 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-ISE-2007-31 and should be submitted on or before June 27, 2007. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 18 18 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-10874 Filed 6-5-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55822; File No. SR-NASDAQ-2007-022] Self-Regulatory Organizations; The NASDAQ Stock Market LLC; Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto and Order Granting Accelerated Approval of Proposed Rule Change as Modified by Amendment No. 1 Thereto To Change the Conflicts of Interest Rule May 29, 2007. 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 March 7, 2007, The NASDAQ Stock Market LLC (“Nasdaq”) filed with the Securities and Exchange Commission (“Commission” or “SEC”) the proposed rule change as described in Items I and II below, which Items have been substantially prepared by Nasdaq. On April 26, 2007, Nasdaq submitted Amendment No. 1 to the proposed rule change. This order provides notice of the proposed rule change, as modified by Amendment No. 1 and approves the proposed rule change, as amended, on an accelerated basis. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. I. Self-Regulatory Organization's Statement of the Terms of the Substance of the Proposed Rule Change Nasdaq proposes to modify Nasdaq's conflicts of interest rule to eliminate the requirement that related party transactions be approved by a listed company's audit committee or another independent body of the board of directors. The text of the proposed rule change is below. Proposed new language is in *italics;* proposed deletions are in brackets. 3 3 Nasdaq's proposed changes are marked to the rule text that appears in Nasdaq's electronic manual found at ( *http://www.nasdaq.complinet.com* ). 4350. Qualitative Listing Requirements for Nasdaq Issuers Except for Limited Partnerships (a)-(g) No change.
(h)Conflicts of Interest Each issuer shall conduct [an] appropriate review *and oversight* of all related party transactions for potential conflict of interest situations on an ongoing basis [and all such transactions must be approved] by the company's audit committee or another independent body of the board of directors. For purposes of this rule, the term “related party transaction” shall refer to transactions required to be disclosed pursuant to SEC Regulation S-K, Item 404. However, in the case of small business issuers (as that term is defined in SEC Rule 12b-2), the term “related party transactions” shall refer to transactions required to be disclosed pursuant to SEC Regulation S-B, Item 404, and in the case of non-U.S. issuers, the term “related party transactions” shall refer to transactions required to be disclosed pursuant to Form 20-F, Item 7.B. (i)-(n) No change. 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 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 III below. Nasdaq 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 Nasdaq proposes to modify its rule governing the review and approval of related party transactions by listed companies. Specifically, Nasdaq proposes to eliminate the requirement in Nasdaq Rule 4350(h) that related party transactions be approved by a listed company's audit committee or another independent body of the board of directors. The existing rule requires both an appropriate review of related party transactions on an ongoing basis and approval of those transactions by the company's audit committee or another independent body of the board of directors. The rule, as proposed, would continue to require ongoing review of related party transactions by a company's audit committee or another independent body of the board of directors. In addition, the proposed rule text would clarify that the issuer's audit committee or other independent body of the board must provide appropriate oversight of related party transactions. 4 For the purposes of the rule, the term “related party transaction” generally is defined as a transaction that is required to be disclosed in Regulation S-K under the Securities Act of 1933. 5 4 *See* Amendment No. 1 to the proposed rule change. 5 17 CFR 229.404. For small business issuers, the relevant definition of “related party transaction” is those transactions required to be disclosed by SEC Regulation S-B, Item 404, 17 CFR 228.404. For non-U.S. issuers, the term “related party transactions” refers to transactions required to be disclosed pursuant to Form 20-F, Item 7.B. The growing focus on internal controls over the past few years has led more companies to look closely at related party transactions. Also, Nasdaq notes that within the past year, the Commission has adopted significant revisions to its rules regarding related party transactions. 6 In addition to adopting a principles-based disclosure requirement, the new rules require disclosure regarding a company's policies and procedures for the review, approval, or ratification of related party transactions. Nasdaq believes that this disclosure requirement would further advance the trend toward obtaining approval of related party transactions as a corporate governance best practice, thereby reducing the need for Nasdaq to impose an approval requirement in its corporate governance listing standards. 6 *See* Securities Exchange Act Release No. 54302 (August 29, 2006), 71 FR 53158 (September 8, 2006) (File No. S7-03-06) (relating to executive compensation and related person disclosure). Nasdaq also notes that the comparable rules of the New York Stock Exchange, Inc. (“NYSE”) and the American Stock Exchange LLC (“Amex”) do not include an approval requirement. 7 Accordingly, the proposed rule change would conform Nasdaq's rule to the NYSE's and Amex's rules, creating more uniformity across market centers with respect to the review and oversight of related party transactions by listed companies and reducing questions of compliance for issuers that move their listing to a different market. 7 *See* Section 307.00 of the NYSE Listed Company Manual; Section 120 of the Amex Company Guide. 2. Statutory Basis Nasdaq believes that the proposed rule change is consistent with the provisions of Section 6 of the Act, 8 in general and with Section 6(b)(5) of the Act, 9 in particular. Section 6(b)(5) requires, among other things, that Nasdaq's rules be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, 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 will benefit issuers by providing additional clarity and transparency to Nasdaq's requirements relating to related party transactions and promoting greater uniformity with existing standards of the NYSE and Amex. The additional clarity, transparency and greater uniformity will reduce administrative costs associated with compliance with Nasdaq's rules on conflicts of interest. 8 15 U.S.C. 78f. 9 15 U.S.C. 78f(b)(5). 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. 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. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change, as amended, 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-2007-022 on the subject line. Paper Comments • Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-NASDAQ-2007-022. 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. Copies of such filing also will be available for inspection and copying at the principal office of Nasdaq. 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-2007-022 and should be submitted on or before June 27, 2007. IV. Commission's Findings and Order Granting Accelerated Approval of Proposed Rule Change 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 national securities exchange. 10 The Commission notes that the proposed rule change would align Nasdaq's corporate governance listing standards regarding related party transactions with comparable provisions of other exchanges. 10 In approving this rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation. *See* 15 U.S.C. 78c(f). The Commission finds good cause pursuant to Section 19(b)(2) of the Act 11 to approve the proposed rule change prior to the thirtieth day after publication for comment in the **Federal Register** . As noted above, the proposed rule change would amend Nasdaq's corporate governance listing standards regarding related party transactions by conforming these standards with comparable provisions of other exchanges, and thus the proposed rule change does not present any new regulatory issues. Accelerating approval of the proposed rule change would promote greater uniformity among the exchanges' corporate governance rules for listed issuers. 11 15 U.S.C. 78s(b)(2). *It is therefore ordered* , pursuant to Section 19(b)(2) of the Act, that the proposed rule change (SR-NASDAQ-2007-022), as modified by Amendment No. 1, be, and it hereby is, approved on an accelerated basis. 12 12 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 13 13 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-10791 Filed 6-5-07; 8:45 am] BILLING CODE 8010-01-P SECURITIES AND EXCHANGE COMMISSION [Release No. 34-55812; File No. SR-Phlx-2006-61] Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Order Approving Proposed Rule Change and Amendments No. 2 and No. 4 Thereto Relating to Order and Decorum Regulations May 24, 2007. I. Introduction On September 26, 2006, the Philadelphia Stock Exchange, Inc. (“Phlx” or “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 amend the Exchange's Option Order and Decorum Regulations. On November 14, 2006, the Exchange filed Amendment No. 1 to the proposed rule change, which was subsequently withdrawn. 3 On January 19, 2007, the Exchange filed Amendment No. 2 to the proposed rule change. 4 The proposed rule change, as amended, was published for comment in the **Federal Register** on March 27, 2007. 5 The Commission received no comments regarding the proposal. On May 4, 2007, the Exchange filed Amendment No. 3 to the proposed rule change, which was subsequently withdrawn. 6 On May 14, 2007, the Exchange filed Amendment No. 4 to the proposed rule change. 7 This order approves the proposed rule change, as amended. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b-4. 3 On January 12, 2007, Phlx withdrew Amendment No. 1. 4 Amendment No. 2 replaced the original proposed rule change in its entirety. 5 *See* Securities Exchange Act Release No. 55492 (March 20, 2007), 72 FR 14321 (“Notice”). 6 On May 14, 2007, Phlx withdrew Amendment No. 3. 7 In Amendment No. 4, the Exchange deleted proposed rule text from Exchange Regulation 2 regarding the registration of equipment on the Exchange floor. This deletion conformed the proposed rule text with changes the Exchange made to the proposal in Amendment No. 2. This is a technical amendment and is not subject to notice and comment. II. Description of Proposal The Exchange proposes to amend the Exchange's Option Order and Decorum Regulation 2 (Food, Liquids and Beverages); Regulation 4 (Order); Regulation 5 (Visitors and Applicants); and Regulation 6 (Dress), pursuant to Exchange Rule 60. The Exchange's amendments to these Exchange regulations include the following:
(i)An amendment to Exchange Regulation 2 that
(1)Allows Exchange members and associated persons to consume foods, liquids and beverages on the Exchange's trading floor, provided that such consumption does not unreasonably interfere with business on the trading floor,
(2)adds language concerning vandalism,
(3)increases the fines associated with violations of Exchange Regulation 2,
(4)adds additional fines for violating trash, litter and vandalism regulations, and
(5)changes the title of the Exchange Regulation 2 from “Food, Liquids and Beverages” to “Food, Liquids and Beverages, Trash, Litter and Vandalism;”
(ii)An amendment to Exchange Regulation 4 that adds language clarifying that the use of profanity is a violation of this Regulation;
(iii)An amendment to Exchange Regulation 5 that authorizes an Exchange official or Options Exchange Official to permit visitors on the trading floor;
(iv)An Amendment to Exchange Regulation 6 that
(1)Clarifies what business attire is deemed acceptable on the trading floor, and
(2)increases the amount of fines associated with violations of Exchange Regulation 6; and
(v)Amendments to Exchange Regulations 2, 4, 5 and 6 that add language indicating that Exchange Staff may impose fines for breaches of order, decorum, health, safety and welfare on the members, member organizations, participants, participant organizations and their associated persons. III. Discussion and Commission Findings 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 national securities exchange. 8 Specifically, the Commission finds that the proposal is consistent with Section 6(b) of the Act 9 in general, and furthers the objectives of Section 6(b)(5) of the Act 10 in particular, in that it is designed to promote just and equitable principles of trade, 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. Specifically, the Commission finds that proposed amendments to the Exchange's order and decorum regulations would assist the Exchange in maintaining an orderly operating environment, which is consistent with the protection of investors and the public interest. 8 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). 9 15 U.S.C. 78f(b). 10 15 U.S.C. 78f(b)(5). In addition, the Commission finds that the proposal is consistent with Section 6(b)(6) of the Act 11 which requires the rules of an exchange provide that its members be appropriately disciplined for violations of the Act as well as the rules and regulations thereunder. Specifically, the Commission finds that the Exchange's proposed disciplinary sanctions and fines for violations of its order and decorum regulations are consistent with normal regulatory safeguards that an exchange should provide under the Act to ensure the order and operation of its trading floor. In particular, these proposed fines appear to provide an appropriate sanction for violations of the Exchange's order and decorum rules and should help to deter violations. This proposed rule change also makes clear that fines can be imposed against the Exchange's members, member organizations, participants, participant organizations and their associated persons for violations of the Exchange's rules. 11 15 U.S.C. 78f(b)(6). IV. Conclusion *It is therefore ordered* , pursuant to Section 19(b)(2) of the Act, 12 that the proposed rule change, as amended, is approved. 12 15 U.S.C. 78s(b)(2). For the Commission, by the Division of Market Regulation, pursuant to delegated authority. 13 13 17 CFR 200.30-3(a)(12). Florence E. Harmon, Deputy Secretary. [FR Doc. E7-10872 Filed 6-5-07; 8:45 am] BILLING CODE 8010-01-P DEPARTMENT OF TRANSPORTATION [Docket No. OST-2007-27407] National Surface Transportation Infrastructure Financing Commission AGENCY: Department of Transportation (DOT). ACTION: Notice of meeting location and time. SUMMARY: This notice lists the location and time of the second and third meetings of the National Surface Transportation Infrastructure Financing Commission. FOR FURTHER INFORMATION CONTACT: John V. Wells, Chief Economist, U.S. Department of Transportation,
(202)366-9224, *jack.wells@dot.gov.* SUPPLEMENTARY INFORMATION: By **Federal Register** Notice dated March 12, 2007, the U.S. Department of Transportation (the “Department”) issued a notice of intent to form the National Surface Transportation Infrastructure Financing Commission (the “Financing Commission”), in accordance with the requirements of the Federal Advisory Committee Act (“FACA”) (5 U.S.C. App. 2) and the Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (“SAFETEA-LU”) (Pub. L. 109-59, 119 Stat. 1144). Section 11142(a) of SAFETEA-LU established the National Surface Transportation Infrastructure Financing Commission and charged it with analyzing the future highway and transit needs and the finances of the Highway Trust Fund and with making recommendations regarding alternative approaches to financing transportation infrastructure. The Financing Commission held its inaugural meeting on April 25, 2007. Notice of Meeting Location and Time During its inaugural meeting, the Financing Commission agreed to hold its second and third meetings from 9:30 a.m. to 5 p.m. on Wednesday, June 20, 2007, and Monday, July 16, 2007. Both meetings will be open to the public. The meetings are scheduled to take place at the Oklahoma City Memorial Conference Room on the ground floor of the west wing of the Department's new headquarters building, located at 1200 New Jersey Avenue, SE., Washington, DC 20590. If you need accommodations because of a disability or require additional information to attend either of these meetings, please contact Robert Mariner in the office of the Assistant Secretary for Transportation Policy via e-mail at *robert.mariner@dot.gov,* or by phone at
(202)493-0064. Issued on May 21, 2007. John V. Wells, Chief Economist, U.S. Department of Transportation, Designated Federal Official. [FR Doc. E7-10901 Filed 6-5-07; 8:45 am] BILLING CODE 4910-9X-P DEPARTMENT OF TRANSPORTATION Federal Aviation Administration [Summary Notice No. PE-2007-23] Petition for Exemption; Summary of Petition Received AGENCY: Federal Aviation Administration (FAA), DOT. ACTION: Notice of petition for exemption received. SUMMARY: This notice contains a summary of a petition seeking relief from specified requirements of 14 CFR. The purpose of this notice is to improve the public's awareness of, and participation in, this aspect of FAA's regulatory activities. Neither publication of this notice nor the inclusion or omission of information in the summary is intended to affect the legal status of any petition or its final disposition. DATES: Comments on petitions received must identify the petition docket number involved and must be received on or before June 26, 2007. ADDRESSES: You may send comments identified by Docket Number FAA-2007-27291 using any of the following methods: • *DOT Docket Web site:* Go to *http://www.dms.dot.gov* and follow the instructions for sending your comments electronically. • *Government-wide rulemaking Web site:* Go to *http://www.regulations.gov* and follow the instructions for sending your comments electronically. • *Mail:* Send comments to the Docket Management Facility; U.S. Department of Transportation, 1200 New Jersey Avenue, SE., West Building Ground Floor, Room W12-140, Washington, DC 20590. • *Fax:* Fax comments to the Docket Management Facility at 202-493-2251. • *Hand Delivery:* Bring comments to the Docket Management Facility in Room W12-140 of the West Building Ground Floor at 1200 New Jersey Avenue, SE., Washington, DC, between 9 a.m. and 5 p.m., Monday through Friday, except Federal holidays. *Privacy:* We will post all comments we receive, without change, to *http://www.dms.dot.gov* , including any personal information you provide. Using the search function of our docket Web site, anyone can find and read the comments received into any of our dockets, including the name of the individual sending the comment (or signing the comment for an association, business, labor union, etc.). You may review DOT's complete Privacy Act Statement in the **Federal Register** published on April 11, 2000 (65 FR 19477-78). FOR FURTHER INFORMATION CONTACT: Tyneka Thomas
(202)267-7626 or Frances Shaver
(202)267-9681, Office of Rulemaking, Federal Aviation Administration, 800 Independence Avenue, SW., Washington, DC 20591. This notice is published pursuant to 14 CFR 11.85. Issued in Washington, DC, on May 29, 2007. Pamela Hamilton-Powell, Director, Office of Rulemaking. Petition for Exemption *Docket No.:* FAA-2007-27291. *Petitioner:* Liberal Municipal Airport. *Section of 14 CFR affected:* 139.319(h)(2)(i). *Description of relief sought:* To allow Liberal Municipal Airport to operate without meeting the requirements for aircraft rescue and fire fighting equipment manned and ready to respond for air carrier operations. [FR Doc. 07-2822 Filed 6-5-07; 8:45 am]
Connectionstraces to 13
Traces to 13 documents
7 references not yet in our index
  • 17 CFR 240.19
  • 15 USC 78(f)(b)
  • 15 USC 78(f)(b)(5)
  • 17 CFR 19
  • 17 CFR 228.404
  • Pub. L. 109-59
  • 119 Stat. 1144
Citation graph
cites case law
Notices
Notice of meeting location and time
C.F.R.§ 20.1406
U.S.C.§ 552b
U.S.C.§ 3501
C.F.R.§ 248.30
U.S.C.§ 77a
U.S.C.§ 78s
U.S.C.§ 78c
U.S.C.§ 78f
C.F.R.§ 200.30-3
Cite17 CFR 240.19
Cite15 USC 78(f)(b)
Cite15 USC 78(f)(b)(5)
Cites 20 · showing 12Cited by 0 across 0 sources
★   the supreme law of the land   ★
Don't Tread on Me
E Pluribus Unum — out of many, one

"If you don't know your rights, you don't have any."

Marginalia · a citizen's law index
A research desk, not legal advice. Always read the cited source before relying on a summary.
Questions or an issue? support@self-law.org
disclaimerMarginalia is a research index, not a law firm. Nothing on this site is legal, tax, or financial advice and no attorney–client relationship is formed by using it. Statutes, regulations, and case law change; summaries, search results, AI output, and member posts may be incomplete, out of date, or wrong. Any interpretation drawn from material on this site should be validated by a licensed attorney in your jurisdiction before you act on it.