Federal Register / Vol. 75, No. 229 / Tuesday, November 30, 2010 / Notices 74119 

3 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3Section 101 of the Guide provides the Exchange 

with broad discretionary authority over the initial 

and continued listing of securities in order to 

maintain the quality of and public confidence in its 

market, to prevent fraudulent and manipulative acts 

and practices, to promote just and equitable 

principles of trade, and to protect investors and the 

public interest, even though the securities meet all 

enumerated criteria for initial or continued listing. 

4As it does with any initial listing, the Exchange 

will evaluate the reputation of the company’s 

management pursuant to Section 101 of the Guide 

in determining whether listing is appropriate. 

5New York Stock Exchange LLC (‘‘NYSE’’) and 

The Nasdaq Stock Market also have adopted 

standards for listing acquisition companies. See 

NYSE Listed Company Manual Section 102.06, 

Nasdaq IM–5101–2. Except where otherwise noted, 

the new Section 119 standards are the same as 

Nasdaq’s current standards. See infra notes 8 

and 9. 

6See Section 101(c) and (d) of the Guide, which 

sets forth these market capitalization standards as 

well as other listing standards relating to aggregate 

market value of publicly held shares, stock price, 

distribution and other requirements. Note that given 

the nature of these companies, they will not satisfy 

the initial listing requirements of Initial Listing 

Standards 1 and 2 because of the prior operating 

history requirements of those standards. As noted 

below, these companies will be required to satisfy 

the initial listing requirements following 

subsequent business combinations. 

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 Web site viewing and 

printing 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 NSCC’s principal office and 

NSCC’s Web site http://www.dtcc.com/ 

legal/rule_filings/nscc/2010.php. 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 

submission should refer to File No. SR– 

NSCC–2010–15 and should be 

submitted within December 21, 2010 

days after the date of publication.3

For the Commission by the Division of 

Trading and Markets, pursuant to delegated 

authority. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–30088 Filed 11–29–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63366; File No. SR– 

NYSEAmex–2010–103] 

Self-Regulatory Organizations; NYSE 

Amex LLC; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change To Amend the NYSE 

Amex LLC Company Guide To Adopt 

Additional Criteria for Listing Special 

Purpose Acquisition Companies 

(SPACs) That Have Indicated That 

Their Business Plan Is To Engage in a 

Merger or Acquisition With an 

Unidentified Company or Companies 

November 23, 2010. 

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 November 

12, 2010, NYSE Amex LLC (‘‘Exchange’’ 

or ‘‘NYSE Amex’’) 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 self-regulatory organization. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend the 

NYSE Amex LLC Company Guide (the 

‘‘Guide’’) to adopt additional criteria for 

listing companies that have indicated 

that their business plan is to engage in 

a merger or acquisition with an 

unidentified company or companies (an 

‘‘acquisition vehicle’’) and to provide 

transparency to the criteria the 

Exchange will apply in doing so. The 

text of the proposed rule change is 

available at the Exchange, the 

Commission’s Public Reference Room, 

and http://www.nyse.com. 

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 those 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 parts 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 Exchange proposes to amend the 

Guide to adopt additional criteria for 

listing companies that have indicated 

that their business plan is to engage in 

a merger or acquisition with an 

acquisition vehicle.3 The Exchange has 

permitted certain of such companies to 

list on the Exchange under Initial 

Listing Standards 3 or 4, which do not 

require prior operating history, as long 

as certain protections were provided to 

investors in such companies.4 In order 

to provide greater transparency to the 

listing criteria that would be applicable 

to such companies, the Exchange 

proposes to adopt new Section 119 of 

the Guide.5

First, these companies must meet all 

applicable initial listing requirements. 

Thus, for initial listing, companies 

seeking to list on the Exchange must 

meet NYSE Amex Initial Listing 

Standard 3 or 4, which require, among 

other things, a minimum market value 

of listed securities of $50 million or $75 

million, respectively.6 In addition, the 

Exchange has determined to impose the 

following additional criteria for listing a 

company whose business plan is to 

complete an initial public offering and 


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74120 Federal Register / Vol. 75, No. 229 / Tuesday, November 30, 2010 / Notices 

7These criteria originally were derived from 

protections the Exchange has observed built into 

recent transactions and Rule 419 under the 

Securities Act of 1933, 17 CFR 230.419. See supra 

n. 3 and Securities Exchange Act Release No. 57685 

(April 18, 2008), 73 FR 22191 at n. 8 (April 24, 

2008) (SR–NASDAQ–2008–013). Rule 419(b)(2)(vi), 

17 CFR 230.419(b)(2)(vi), permits the registrant to 

receive up to 10 percent of the proceeds remaining 

after payment of underwriting commissions, 

underwriting expenses and permitted dealer 

allowances, exclusive of interest or dividends, as 

those proceeds are deposited into the escrow or 

trust account. 

8 12 U.S.C. 1813(c)(2). 

9 15 U.S.C. 78m(d) and 78n(d). 

10Nasdaq currently excludes a beneficial holder 

of more than 10% of the total shares outstanding 

from its definition of ‘‘Public Holders’’ in Nasdaq’s 

general listing rules. See Nasdaq Rule 5005(a)(34). 

However, Nasdaq does not exclude concentrated 

holders from its definition of ‘‘public Shareholder’’ 

in its acquisition vehicle rule (IM–5101–2) but has 

proposed to do so by defining public Shareholder 

to exclude the beneficial holder of more than 10% 

of the total shares outstanding. See Securities 

Exchange Act Release No. 63239 (November 3, 

2010), 75 FR 68846 (November 9, 2010) (SR– 

NASDAQ–2010–137). The NYSE’s acquisition 

company rule excludes concentrated holdings of 

10% or more in calculating the number of publiclyheld shares. See Section 102.06(A) of the NYSE 

Listed Company Manual. Similarly, the Exchange 

proposes to exclude concentrated holdings of 10% 

or more in calculating the number of publicly-held 

shares in proposed Section 119(e). 

11The Guide does not currently define the term 

‘‘family member.’’ The Exchange proposes to adopt 

the definition of ‘‘Family Member’’ used in Nasdaq’s 

Rules. See Nasdaq Rule 5005(a)(17) (referencing 

Nasdaq Rule 5605(a)(2)) and IM– 

5101–2. 

12Companies will not be required to pay a new 

listing fee in connection with such a review. 

However, if there is a change of legal entity in 

connection with the business combination, the 

company will have to pay an original listing fee 

($7,500). See Section 142(d) of the Guide. If 

additional shares are issued in the transaction, the 

company will pay initial listing fees on those 

shares. See Section 142(a) of the Guide. 

13This aspect of the proposed rule change is 

based on Section 802.01B of the NYSE Listed 

Company Manual. 

14 15 U.S.C. 78f(b). 

15 15 U.S.C. 78f(b)(5). 

16 15 U.S.C. 78s(b)(3)(A). 

17 17 CFR 240.19b–4(f)(6). 

engage in a subsequent, unidentified 

merger or acquisition: 7

(a) At least 90% of the gross proceeds 

from the initial public offering and any 

concurrent sale by the company of 

equity securities must be deposited in a 

trust account maintained by an 

independent trustee, an escrow account 

maintained by an ‘‘insured depository 

institution,’’ as that term is defined in 

Section 3(c)(2) of the Federal Deposit 

Insurance Act 8 or in a separate bank 

account established by a registered 

broker or dealer (collectively, a ‘‘deposit 

account’’). 

(b) Within 36 months of the 

effectiveness of its initial public offering 

registration statement, or such shorter 

period that the company specifies in its 

registration statement, the company 

must complete one or more business 

combinations having an aggregate fair 

market value of at least 80% of the value 

of the deposit account (excluding any 

deferred underwriter’s fees and taxes 

payable on the income earned on the 

deposit account) at the time of the 

agreement to enter into the initial 

combination. 

(c) Until the company has satisfied 

the condition in paragraph (b) above, 

each business combination must be 

approved by a majority of the 

company’s independent directors. 

(d) Until the company has satisfied 

the condition in paragraph (b) above, 

each business combination must be 

approved by a majority of the shares of 

common stock voting at the meeting at 

which the combination is being 

considered. 

(e) Until the company has satisfied 

the condition in paragraph (b) above, 

public shareholders voting against a 

business combination must have the 

right to convert their shares of common 

stock into a pro rata share of the 

aggregate amount then in the deposit 

account (net of taxes payable and 

amounts distributed to management for 

working capital purposes) if the 

business combination is approved and 

consummated. A company may 

establish a limit (set no lower than 10% 

of the shares sold in the initial public 

offering) as to the maximum number of 

shares with respect to which any 

shareholder, together with any affiliate 

of such shareholder or any person with 

whom such shareholder is acting as a 

‘‘group’’ (as such term is used in 

Sections 13(d) and 14(d) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’) 9), may exercise such conversion 

rights. For these purposes, ‘‘public 

shareholder’’ would be defined to 

exclude officers and directors of the 

company, the company’s sponsor, the 

founding shareholders of the company, 

any family member or affiliate of any of 

the foregoing persons, and other 

concentrated holdings of 10% or 

more.10 The Exchange proposes to 

define ‘‘family member’’ as a person’s 

spouse, parents, children and siblings, 

whether by blood, marriage or adoption, 

or anyone residing in such person’s 

home.11

The Exchange will also review such a 

company in connection with each 

acquisition to assure that it remains 

appropriate to continue to list the 

company. In that regard, the Exchange 

will require that the company meet the 

initial listing requirements upon 

conclusion of the transaction 12 and will 

conduct a regulatory review of any 

individuals that become newly involved 

with the company as a result of the 

transaction. If the company does not 

meet the requirements for initial listing 

following a business combination or 

does not comply with one of the 

requirements set forth above, the 

Exchange would commence delisting 

proceedings under Section 1010 to 

delist the company’s securities; the 

company would not be eligible to follow 

the procedures to cure deficiencies 

outlined in Section 1009 of the Guide.13

2. Statutory Basis 

The Exchange believes that its 

proposal is consistent with Section 6(b) 

of the Act,14 in general, and furthers the 

objectives of Section 6(b)(5) of the Act,15

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 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. The Exchange believes 

the proposed rule change is consistent 

with these requirements in that it 

imposes additional requirements on 

acquisition vehicles, which are designed 

to protect investors and the public 

interest and prevent fraudulent and 

manipulative acts and practices on the 

part of acquisition vehicles and their 

promoters. The Exchange also notes that 

the provision of conversion rights for 

public shareholders that oppose a 

business combination offers investor 

protection and is consistent with SEC 

Rule 419. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change will 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 

No written comments were solicited 

or received with respect to the proposed 

rule change. 

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)(6) 17

thereunder because the proposal does 

not: (i) Significantly affect the 

protection of investors or the public 


jdjones on DSK8KYBLC1PROD with NOTICES
Federal Register / Vol. 75, No. 229 / Tuesday, November 30, 2010 / Notices 74121 

18The Exchange has satisfied the five-day prefiling notice requirement. 

19 17 CFR 240.19b–4(f)(6)(iii). 

20See Section 102 of the Guide; see also supra 

note 10. 

21See supra note 11. 

22See supra note 13. 

23For 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). 

24 15 U.S.C. 78s(b)(3)(C). 

25 17 CFR 200.30–3(a)(12). 

1 15 U.S.C.78s(b)(1). 

2 17 CFR 240.19b–4. 

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, provided that the Exchange has 

given the Commission notice of its 

intent to file the proposed rule change, 

along with a brief description and text 

of the proposed rule change, at least five 

business days prior to the date of filing 

of the proposed rule change, or such 

shorter time as designated by the 

Commission.18

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) 19 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 notes that 

the proposal is substantially identical to 

Nasdaq’s listing standards for special 

purpose acquisition companies 

(‘‘SPACs’’) and raises no new or novel 

regulatory issues. The Commission 

notes that the proposal differs from 

Nasdaq’s rules in three respects. First, 

the proposal’s definition of ‘‘public 

shareholder’’ would exclude any person 

with concentrated holdings of 10% or 

more. The Commission notes that this 

proposed definition is consistent with 

the Exchange’s current definition.20

Second, the proposal would include a 

definition of ‘‘family member.’’ The 

Commission notes that while the term 

‘‘family member’’ is used in Nasdaq’s 

SPAC rules, it is not specifically defined 

in those rules because it is defined 

elsewhere in Nasdaq’s rules. The 

definition of ‘‘family member’’ in the 

Exchange’s proposal, however, is 

identical to the definition of ‘‘family 

member’’ as defined in Nasdaq’s rules 

and referenced in Nasdaq’s SPAC listing 

standards.21 Finally, the proposal would 

specify that SPACs that do not meet the 

Exchange’s initial listing standards 

following a business combination or 

that do not comply with one of the 

SPAC listing standards in proposed 

Section 119 of the Guide would not be 

eligible to follow the cure procedures in 

Section 1009 of the Guide, which allows 

listed companies up to 18 months to 

cure certain continued listing standards 

deficiencies. Instead, under the 

proposal, the Exchange would 

immediately commence delisting 

proceedings pursuant to Section 1010 of 

the Guide. The Commission notes that 

this proposal is identical to NYSE’s 

listing standards for SPACs and helps to 

ensure that a SPAC unable to meet 

listing standards will not remain listed 

for an extended period of time.22

Accordingly, based on the above, the 

Commission designates, consistent with 

the protection of investors and public 

interest, that the proposed rule change 

be operative upon filing.23

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend 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.24

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 rulecomments@sec.gov. Please include File 

Number SR–NYSEAmex–2010–103 on 

the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NYSEAmex–2010–103. 

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 Web site viewing and 

printing 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– 

NYSEAmex–2010–103 and should be 

submitted on or before December 21, 

2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.25

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–30087 Filed 11–29–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63364; File No. SR–BX– 

2010–078] 

Self-Regulatory Organizations; 

NASDAQ OMX BX; Notice of Filing and 

Immediate Effectiveness of Proposed 

Rule Change Extending the Pilot 

Period for Boston Options Exchange 

To Receive Inbound Routes of Orders 

From Nasdaq Options Services 

November 23, 2010. 

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 

November 17, 2010, NASDAQ OMX BX 

(the ‘‘Exchange’’) filed with the 

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I and II, 


jdjones on DSK8KYBLC1PROD with NOTICES