Federal Register / Vol. 72, No. 95 / Thursday, May 17, 2007 / Notices 27893 

12 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. 55421 

(March 14, 2007), 72 FR 1350 (the ‘‘Notice’’). 

4Amendment No. 1 (i) Proposed a clarifying 

change to the proposed rule text and (ii) added 

language to the purpose section to clarify the effect 

of the waiver of listing fees for a company listing 

its primary class of common stock that is not listed 

on a national securities exchange but is registered 

under the Act. The text of Amendment No. 1 is 

available on the Exchange’s Web site (http:// 

www.nyse.com), at the Exchange’s Office of the 

Secretary, and at the Commission’s Public 

Reference Room. 

5 In Amendment No. 1, the Exchange stated that 

there may occasionally be an initial listing on the 

Exchange of a company which is trading in the 

over-the-counter market immediately prior to listing 

and which was not previously delisted as a result 

of a failure to timely file annual reports with the 

Commission. However, in the Exchange’s 

experience, very few such companies meet the 

Exchange’s listing requirements and, therefore, the 

Exchange expects the number of such listings and 

the related loss of fee revenue to be immaterial. 

6 In its filing, the Exchange stated that typically, 

such companies are otherwise in good standing 

with the Exchange or with another national 

securities exchange, but fell behind on their 

reporting obligations under the Act because their 

auditors or the Commission required restatements 

of their financial statements. The Commission notes 

that the timely filing of accurate financial reports 

under the Act is critical to investors and our 

national market and assures that investors receive 

up to date financial information about listed 

companies. 

provisions of 5 U.S.C. 552, will be 

available for inspection and copying in 

the Commission’s Public Reference 

Room. Copies of the filing also will be 

available for inspection and copying at 

the principal office of NASD. 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–NASD–2007–030 and 

should be submitted on or before June 

7, 2007. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.12

J. Lynn Taylor, 

Assistant Secretary. 

[FR Doc. E7–9471 Filed 5–16–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55742; File No. SR–NYSE–

2007–19] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Amendment No. 1 and Order 

Granting Accelerated Approval to a 

Proposed Rule Change as Modified by 

Amendment No. 1 Relating to the 

Waiver of Certain Listing Fees 

May 10, 2007. 

I. Introduction 

On February 22, 2007, the New York 

Stock Exchange LLC (‘‘NYSE’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’ or ‘‘Exchange Act’’) 1 and 

Rule 19b–4 thereunder,2 a proposal to 

waive certain listing fees. The proposal 

was published for comment in the 

Federal Register on March 14, 2007.3

The Commission received no comments 

on the proposal. The Exchange filed 

Amendment No. 1 with the Commission 

on April 27, 2007.4 This order provides 

notice of and solicits comment on the 

proposed rule change as modified by 

Amendment No. 1 and approves the 

proposal on an accelerated basis. 

II. Description of the Proposal 

The Exchange proposes to amend 

Section 902.02 of its Listed Company 

Manual (the ‘‘Manual’’) to provide that 

there shall be no initial listing fee 

applicable to (i) Any company listing 

upon emergence from bankruptcy, or (ii) 

any company listing its primary class of 

common stock that is not listed on a 

national securities exchange but is 

registered under the Act. 

The Exchange also proposes a 

temporary cap on fees payable by 

companies listing upon emergence from 

bankruptcy. Annual fees for such 

issuers will be billed at a rate of onefourth of the applicable annual fee rate 

for the fiscal quarter the issuer lists and 

for each of the succeeding 12 full fiscal 

quarters. Further, the total fees 

(including initial listing fees and annual 

fees) that may be billed to such an issuer 

during this period would be subject to 

a $25,000 cap in the fiscal quarter in 

which the issuer lists and in each of the 

succeeding 12 full fiscal quarters. The 

exclusions applicable to the standard 

fee cap, set forth in Section 902.02 

under the heading ‘‘Total Maximum Fee 

Payable in a Calendar Year,’’ would also 

apply to issuers listing upon emergence 

from bankruptcy. 

The Exchange believes that the initial 

listing fee waiver and fee cap for 

companies listing upon emergence from 

bankruptcy are justified by the unique 

circumstances of those issuers, which, 

according to the NYSE, among other 

things, tend to be more sensitive to the 

initial and continued costs associated 

with listing because of the desire in 

bankruptcy proceedings to ensure 

creditors are paid as much as possible. 

According to the Exchange, because 

bankrupt companies face unique 

challenges in the listing process, the 

number of companies that will benefit 

from the fee waiver and lower fee cap 

applicable to bankrupt companies will 

be very limited, and the fee cap will 

apply only during a three-year 

transitional period, the Exchange does 

not believe that the treatment this 

proposal would afford to bankrupt 

companies constitutes an inequitable or 

unfairly discriminatory allocation of 

fees. 

In addition, the Exchange believes 

that waiving initial listing fees for a 

company listing its primary class of 

common stock which is registered under 

that Act but not listed on a national 

securities exchange is appropriate and 

does not constitute an inequitable or 

unfairly discriminatory allocation of 

fees. The Exchange anticipates that most 

companies taking advantage of this 

waiver will be formerly-listed 

companies that were delisted as a result 

of a failure to timely file annual reports 

with the Commission.5 The Exchange 

notes that these companies usually seek 

to re-list on the Exchange as soon as 

their filings are up to date.6 According 

to the Exchange, because such 

companies had previously paid initial 

listing fees to the Exchange or to another 

national securities exchange, the 

Exchange believes that to make them 

pay these fees again would further 

penalize them unnecessarily. 

The Exchange has represented that 

the proposed rule change would not 

affect its commitment of resources to its 

regulatory oversight of the listing 

process or its regulatory programs. 

Companies that benefit from one of the 

proposed waivers would be reviewed 

for compliance with Exchange listing 

standards in the same manner as any 

other company that applies to be listed 

on the Exchange. The Exchange would 

conduct a full and independent review 

of each issuer’s compliance with the 

Exchange’s listing standards. 

The Exchange also has represented 

that it does not expect the financial 

impact of this proposed rule change to 

be material, either in terms of increased 

levels of annual fees from transferring 

issuers or in terms of diminished initial 

listing fee revenues. A limited number 

of companies are qualified and seek to 

list on the Exchange that are either 

emerging from bankruptcy or have a 

registered class of common stock but are 

not currently listed on another market. 

Accordingly, the proposed rule change 

will not impact the Exchange’s resource 

commitment to its regulatory oversight 


pwalker on PROD1PC71 with NOTICES
27894 Federal Register / Vol. 72, No. 95 / Thursday, May 17, 2007 / Notices 

7See supra note 3 

8 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) 

9 15 U.S.C. 78f(b)(4) 

10 15 U.S.C. 78f(b)(5) 

11See supra note 3 

12 15 U.S.C. 78s(b)(2) 13 Id. 

of the listing process or its regulatory 

programs. 

Following their approval, the 

Exchange would apply the amendments 

contained in the proposal retroactively 

to February 22, 2007, the date of filing 

of the proposed rule change.7

III. Discussion 

After careful review, 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.8 In 

particular, the Commission finds that 

the proposal is consistent with Section 

6(b)(4) of the Act,9 which requires that 

an exchange have rules that provide for 

the equitable allocation of reasonable 

dues, fees, and other charges among its 

members and other persons using its 

facilities. The Commission also finds 

that the proposal is consistent with 

Section 6(b)(5) of the Act,10 which 

requires, inter alia, that the rules of a 

national securities exchange be 

designed to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system and not designed to permit 

unfair discrimination between issuers. 

The Commission has not received any 

comments on the proposal. This order 

approves the proposed rule change, as 

modified by Amendment No 1. 

The Commission notes that 

companies who re-list upon emerging 

from bankruptcy or who re-list upon a 

return to good standing following 

delisting have usually paid listing fees 

to either the Exchange or to another 

national securities exchange at the time 

of their initial listing. In addition, with 

respect to the cap on annual fees for 

companies listing upon emergence from 

bankruptcy, the Commission notes that 

the fee cap is a temporary one, designed 

to enable recently bankrupt companies 

to manage the costs associated with 

listing, consistent with the desire in 

bankruptcy proceeding to ensure that 

creditors are paid as much as possible. 

For these reasons, the Exchange argues, 

the waiver of listing fees and the cap on 

annual fees are equitable. 

The Commission recognizes that, as 

drafted, the initial fee waiver would 

extend to companies that have never 

listed on a national securities exchange, 

which thus have never paid listing fees. 

In this regard, the Exchange 

acknowledges that some companies 

other than those returning to good 

standing after recent delisting—e.g., a 

company trading on the over-thecounter market—may seek to take 

advantage of the waiver of listing fees 

for companies not listed on a national 

securities exchange but registered under 

the Act. However, the Exchange expects 

the number of such companies eligible 

for the waiver to be very small, since 

very few of these companies would 

meet the Exchange’s quantitative listing 

requirements. 

The Commission also notes that the 

Exchange has represented that the 

waiver of listing fees and the cap on 

annual fees should not have a material 

financial impact on the exchange, or 

impact the Exchange’s resource 

commitment to its regulatory oversight 

of the listing process or its regulatory 

programs. 

Further, the proposal does not have 

any impact on whether a company is 

actually eligible to list on the Exchange. 

The Commission expects, and the 

Exchange has represented, that a full 

and independent review of compliance 

with listing standards will be conducted 

for any company seeking to take 

advantage of either of the fee waivers, 

just as for any company that applies for 

listing on the Exchange. 

In light of these arguments, the 

Commission agrees that the proposed 

waiver and fee cap, which are 

retroactively effective to February 22, 

2007, the date of the filing of the 

proposed rule change,11 do not 

constitute an inequitable allocation of 

reasonable dues, fees, and other charges, 

do not permit unfair discrimination 

between issuers, and are generally 

consistent with the Act. 

Pursuant to Section 19(b)(2) of the 

Act,12 the Commission finds good cause 

for approving the proposal prior to the 

thirtieth day after the publication of the 

proposal, as modified by Amendment 

No. 1, in the Federal Register. The 

revisions to the proposed rule change 

made by Amendment No. 1 do not raise 

any novel or substantive regulatory 

issues, and clarify the proposal. 

Therefore, the Commission finds good 

cause for approving the amended 

proposal on an accelerated basis. 

IV. Solicitation of Comments 

Concerning Amendment No. 1 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the proposed rule 

change as modified by Amendment No. 

1, including whether it 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–NYSE–2007–19 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–NYSE–2007–19. 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–NYSE–2007–19 and should 

be submitted on or before June 7, 2007. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,13 that the 

proposed rule change (File No. SR–

NYSE–2007–19), as modified by 

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

approved on an accelerated basis. 


pwalker on PROD1PC71 with NOTICES
Federal Register / Vol. 72, No. 95 / Thursday, May 17, 2007 / Notices 27895 

14 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. 55430 

(March 8, 2007), 72 FR 12651 (the ‘‘Notice’’). 

4 In its filing, the Exchange stated that typically, 

such companies are otherwise in good standing 

with a national securities exchange, but fell behind 

on their reporting obligations under the Act because 

their auditors or the Commission required 

restatements of their financial statements. The 

Commission notes that the timely filing of accurate 

financial reports under the Act is critical to 

investors and our national market and assures that 

investors receive up to date financial information 

about listed companies. 

5See supra note 3. 

6 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). 

7 15 U.S.C. 78f(b)(4). 

8 15 U.S.C. 78f(b)(5). 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.14

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. E7–9438 Filed 5–16–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55743; File No. SR–

NYSEArca–2007–24] 

Self-Regulatory Organizations; NYSE 

Arca Inc.; Order Approving a Proposed 

Rule Change to Waive Certain Listing 

Fees 

May 10, 2007 

I. Introduction 

On February 28, 2007, NYSE Arca, 

Inc. (‘‘NYSE Arca’’ or ‘‘Exchange’’), 

through its wholly owned subsidiary, 

NYSE Arca Equities, Inc., filed with the 

Securities and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’ or ‘‘Exchange Act’’) 1 and 

Rule 19b–4 thereunder,2 a proposal to 

waive certain listing fees. The proposal 

was published for comment in the 

Federal Register on March 16, 2007.3

The Commission received no comments 

on the proposal. This order approves the 

proposed rule change. 

II. Description of the Proposal 

The Exchange proposes to amend its 

listing fee schedule to provide that there 

shall be no initial listing fee applicable 

to (i) any company listing following 

emergence from bankruptcy, or (ii) any 

company listing its primary class of 

common stock that is not listed on a 

national securities exchange but is 

registered under the Act. 

The Exchange believes that the initial 

listing fee waiver for companies listing 

upon emergence from bankruptcy is 

justified the unique circumstances of 

those issuers, which, according to the 

NYSE, among other things, tend to be 

more sensitive to the initial and 

continued costs associated with listing 

because of the desire in bankruptcy 

proceedings to ensure creditors are paid 

as much as possible. According to the 

Exchange, because bankrupt companies 

face unique challenges in the listing 

process, and because the number of 

companies that will benefit from the fee 

waiver will be very limited, the 

Exchange does not believe that the 

treatment this proposal would afford to 

bankrupt companies constitutes an 

inequitable or unfairly discriminatory 

allocation of fees. 

In addition, the Exchange believes 

that waiving initial listing fees for a 

company listing its primary class of 

common stock which is registered under 

that Act but not listed on a national 

securities exchange is appropriate and 

does not constitute an inequitable or 

unfairly discriminatory allocation of 

fees. The Exchange anticipates that most 

companies taking advantage of this 

waiver will be formerly-listed 

companies that were delisted as a result 

of a failure to timely file annual reports 

with the Commission. These companies 

usually seek to re-list on the Exchange 

as soon as their filings are up to date.4

According to the Exchange, because 

such companies had previously paid 

initial listing fees to the Exchange or to 

another national securities exchange, 

the Exchange believes that to make them 

pay these fees again would further 

penalize them unnecessarily. 

The Exchange stated that other 

companies trading in the over-thecounter market that have not previously 

been listed on a national securities 

exchange may seek to qualify for the 

waiver of initial listing fees. However, 

the Exchange believes that not many of 

these companies will be able to meet its 

quantitative initial listing standards, 

and thus does not believe that waiving 

initial listing fees for such companies 

will have a meaningful effect on the 

Exchange’s revenue or constitute an 

inequitable or unfairly discriminatory 

allocation of fees. 

The Exchange has represented that 

the proposed rule change will not affect 

the Exchange’s commitment of 

resources to its regulatory oversight of 

the listing process or its regulatory 

programs. Companies that benefit from 

one of the proposed waivers will be 

reviewed for compliance with Exchange 

listing standards in the same manner as 

any other company that applies to be 

listed on the Exchange. The Exchange 

will conduct a full and independent 

review of each issuer’s compliance with 

the Exchange’s listing standards. 

The Exchange also has represented 

that it does not expect the financial 

impact of this proposed rule change to 

be material, either in terms of increased 

levels of annual fees from transferring 

issuers or in terms of diminished initial 

listing fee revenues. A limited number 

of companies are qualified and seek to 

list on the Exchange that are either 

emerging from bankruptcy or have a 

registered class of common stock but are 

not currently listed on another market. 

Accordingly, the proposed rule change 

will not impact the Exchange’s resource 

commitment to its regulatory oversight 

of the listing process or its regulatory 

programs. 

Following their approval, the 

Exchange would apply the amendments 

contained in the proposal retroactively 

to February 28, 2007, the date of filing 

of the proposed rule change.5

III. Discussion 

After careful review, 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.6 In 

particular, the Commission finds that 

the proposal is consistent with Section 

6(b)(4) of the Act,7 which requires that 

an exchange have rules that provide for 

the equitable allocation of reasonable 

dues, fees, and other charges among its 

members and other persons using its 

facilities. The Commission also finds 

that the proposal is consistent with 

Section 6(b)(5) of the Act,8 which 

requires, inter alia, that the rules of a 

national securities exchange be 

designed to remove impediments to and 

perfect the mechanism of a free and 

open market and a national market 

system and not designed to permit 

unfair discrimination between issuers. 

The Commission has not received any 

comments on the proposal. This order 

approves the proposed rule change. 

The Commission notes that 

companies who re-list upon emerging 

from bankruptcy or who re-list upon a 

return to good standing following 

delisting have usually paid listing fees 

to either the Exchange or to another 

national securities exchange at the time 

of their initial listing. For this reason, 

the Exchange argues, the waiver of 

listing fees constitutes an equitable 

allocation of reasonable fees. 

The Commission recognizes that, as 

drafted, the initial fee waiver would 

extend to companies that have never 


pwalker on PROD1PC71 with NOTICES