Federal Register / Vol. 72, No. 54 / Wednesday, March 21, 2007 / Notices 13327 

8Securities Exchange Act Release No. 54155 (July 

14, 2006), 71 FR 41291, 41298 (July 20, 2006) (SR–

NASDAQ–2006–001). 9 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 54797 

(November 20, 2006), 71 FR 68855 (‘‘Notice’’). 

4See Nasdaq Rule 4200(a)(15)(b). 

5See Section 303A.02(b)(ii) of the NYSE Listed 

Company Manual. See also Amendment No. 1 to 

the proposed rule change. 

and better service in the interest of 

investors and the general public.’’ 8

The proposed rule change is designed 

to increase transparency and the 

efficiency of executions by enabling 

vendors to provide additional market 

data in a cost efficient manner. There is 

significant competition for the provision 

of market data to broker-dealers and 

other market data consumers, as well as 

competition for the orders that generate 

the data. Nasdaq fully expects its 

competitors to quickly respond to this 

proposal as they have responded to 

other Nasdaq data products in the past. 

Moreover, market forces have shaped 

the market data fees that Nasdaq has 

charged for this product in the past and 

will continue to shape those fees in the 

future. Over time, Nasdaq has 

continually decreased the cost of data 

distribution to promote continued 

growth in the use of depth of book data. 

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. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the self-regulatory 

organization consents, the Commission 

will: 

A. by order approve such proposed 

rule change, or 

B. institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

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 

No. SR–NASDAQ–2006–048 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–2006–048. 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–2006–048 and 

should be submitted on or before April 

11, 2007. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.9

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–5058 Filed 3–20–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55463; File No. SR–

NASDAQ–2006–041] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing of Amendment No. 1 and Order 

Granting Accelerated Approval to 

Proposed Rule Change as Modified by 

Amendment No. 1 To Modify an Aspect 

of the Definition of Independent 

Director 

March 13, 2007. 

I. Introduction 

On October 3, 2006, The NASDAQ 

Stock Market LLC (‘‘Nasdaq’’ 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 

modify an aspect of Nasdaq’s definition 

of ‘‘independent director.’’ The 

proposed rule change was published for 

comment in the Federal Register on 

November 28, 2006.3 The Commission 

received no comment letters on the 

proposal as published. On March 2, 

2007, Nasdaq filed Amendment No. 1 to 

the proposed rule change. The 

Commission is publishing notice of 

Amendment No. 1 to the proposed rule 

change and granting approval to the 

proposed rule change as modified by 

Amendment No. 1 on an accelerated 

basis. 

II. Description of the Proposed Rule 

Change 

Under current Nasdaq Rule 

4200(a)(15)(B), a director of a listed 

issuer is generally precluded from being 

considered independent if that director 

has received more than $60,000 in 

compensation from the issuer during 

any period of twelve consecutive 

months within the three years preceding 

the determination of independence.4

The proposed rule change would raise 

this amount to $100,000, the same figure 

specified by the New York Stock 

Exchange (‘‘NYSE’’) in its comparable 

independence standard.5


jlentini on PROD1PC65 with NOTICES
13328 Federal Register / Vol. 72, No. 54 / Wednesday, March 21, 2007 / Notices 

6 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). 

7 15 U.S.C. 78f(b)(5). 

8See Nasdaq Rule 4200(a)(15) and IM–4200—

‘‘Definition of Independence.’’ See also Notice, 

supra note 3, at note 8. 

9See Amendment No. 1. 

10 15 U.S.C. 78s(b)(2). 

11 Id. 

12 Id. 

13 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Amendment No. 2 replaced and superseded the 

original filing and Amendment No. 1 in their 

entirety. 

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 Nasdaq,6 and, in 

particular, with Section 6(b)(5) of the 

Act.7

The Commission believes that the 

proposed rule change is reasonable and 

would align Nasdaq’s ‘‘bright line’’ test 

with respect to a director’s receipt of 

compensation from the issuer more 

closely with the equivalent rule of the 

NYSE. The Commission notes that, 

under the proposed rule change, a 

Nasdaq listed issuer’s board would still 

have the responsibility to make an 

affirmative determination that an 

independent director has no 

relationship whatsoever with the issuer 

that would impair his or her 

independence, even when the director 

has passed the ‘‘bright line’’ test of the 

rule and has not accepted (and has no 

family member who has accepted) more 

than $100,000 in compensation from the 

issuer during the relevant period.8

IV. Solicitation of Comments 

Concerning the Proposed Rule Change 

Interested persons are invited to 

submit written data, views and 

arguments concerning the proposed rule 

change, 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–NASDAQ–2006–041 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–NASDAQ–2006–041. 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–NASDAQ–2006–041 and 

should be submitted on or before April 

11, 2007. 

V. Accelerated Approval of the 

Proposed Rule Change 

Nasdaq has requested that the 

Commission approve the proposed rule 

change as modified by Amendment No. 

1 on an accelerated basis.9 Pursuant to 

Section 19(b)(2) of the Act,10 the 

Commission may not approve any 

proposed rule change, or amendment 

thereto, prior to the 30th day after the 

date of publication of notice of the filing 

thereof, unless the Commission finds 

good cause for so doing and publishes 

its reasons for so finding. 

The Commission hereby finds good 

cause to approve the proposed rule 

change as amended by Amendment No. 

1 on an accelerated basis. The proposed 

rule change as published in the Notice 

would have raised the amount of 

compensation that precludes a director 

from being an ‘‘independent director’’

from $60,000 to $120,000. Amendment 

No. 1 established the compensation 

threshold at $100,000. The Commission 

believes that this change raises no new 

regulatory issues and aligns Nasdaq’s 

rule with the equivalent rule of the 

NYSE. The Commission believes that no 

reasonable purpose would be served by 

delaying implementation of the 

proposal. 

Accordingly, pursuant to Section 

19(b)(2) of the Act,11 the Commission 

finds good cause to approve the 

proposed rule change as modified by 

Amendment No. 1 prior to the 30th day 

after notice in the Federal Register. 

VI. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,12 that the 

proposed rule change (File No. SR–

NASDAQ–2006–041), as modified by 

Amendment No. 1, be, and it hereby is, 

approved. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.13

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–5084 Filed 3–20–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55457; File No. SR–

NASDAQ–2006–064] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing of Proposed Rule Change and 

Amendments No. 1 and 2 Thereto To 

Modify the Fee for Connecting to a 

Nasdaq Data Center Over the Internet 

March 13, 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 December 

22, 2006, The NASDAQ Stock Market 

LLC (‘‘Nasdaq’’) 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 Nasdaq. On 

January 19, 2007, Nasdaq submitted 

Amendment No. 1 to the proposed rule 

change. On February 22, 2007, Nasdaq 

submitted Amendment No. 2 to the 

proposed rule change.3 The Commission 

is publishing this notice to solicit 

comments on the proposed rule change, 

as amended, from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Nasdaq proposes to amend Rule 7034 

to modify the fee for connecting to a 

Nasdaq data center over the Internet. 

The text of the proposed rule change is 


jlentini on PROD1PC65 with NOTICES