46672 Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 

6 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3After the Merger, the name of the Amex will be 

changed to NYSE Alternext U.S. LLC and the 

revised rule text in Exhibit 5 reflects that name 

change. 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Exchange 

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–2008–68 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2008–68. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml ). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 p.m. 

Copies of the 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–2008–68 and should 

be submitted on or before September 2, 

2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–18369 Filed 8–8–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58301; File No. SR–NYSE–

2008–56] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change To 

Amend Section 902.09 of the Listed 

Company Manual To Establish Fees for 

Securities Listed Under Sections 

703.21 and 703.22 of the Listed 

Company Manual and Traded on NYSE 

Bonds and To Waive Fees for 

Structured Products Transferred From 

the Amex to the NYSE 

August 4, 2008. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that, on July 24, 

2008, the New York Stock Exchange 

LLC (‘‘NYSE’’ 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 prepared by the Exchange. 

The Commission is publishing this 

notice to solicit comments on the 

proposal from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Section 902.09 of the Listed Company 

Manual (the ‘‘Manual’’) to extend the 

initial and continued listing fees 

charged thereunder to securities listed 

under Section 703.21 (Equity-Linked 

Debt Securities) and Section 703.22 

(Index-Linked Securities) and traded on 

NYSE Bonds. In addition, the Exchange 

proposes to waive, in connection with 

transfers to the NYSE from NYSE 

Alternext US 3 after the closing of the 

purchase of the American Stock 

Exchange LLC (the ‘‘Amex’’) by NYSE 

Euronext (the ‘‘Merger’’), (i) all fees 

payable under Section 902.08 in 

connection with such transfers, and (ii) 

in the case of securities that will be 

traded on NYSE Bonds, all fees payable 

under Section 902.09 in connection 

with such transfer, including the 

prorated annual fee payable for the 

calendar year in which the transfer 

occurs. The fee waiver described in the 

previous sentence will only apply (i) if 

such transfer occurs during the calendar 

year in which the Merger is 

consummated and (ii) if the Merger is 

consummated no later than March 31, 

2009. 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

self-regulatory organization included 

statements concerning the purpose of 

and basis for the proposed rule change 

and discussed any comments it received 

on the proposed rule change. The text 

of these statements may be examined at 

the places specified in Item IV below. 

The NYSE 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 proposes to amend 

Section 902.09 of the Manual to extend 

the initial and continued listing fees 

charged thereunder to securities listed 

under Section 703.21 (Equity-Linked 

Debt Securities) and Section 703.22 

(Index-Linked Securities) and traded on 

NYSE Bonds. In addition, the Exchange 

proposes to waive, in connection with 

transfers to the NYSE from NYSE 

Alternext U.S. after the closing of the 

Merger, (i) all fees payable under 

Section 902.08 in connection with such 

transfers, and (ii) in the case of 

securities that will be traded on NYSE 

Bonds, all fees payable under Section 

902.09 in connection with such transfer, 

including the prorated annual fee 

payable for the calendar year in which 

the transfer occurs. The fee waiver 

described in the previous sentence will 

only apply (i) if such transfer occurs 

during the calendar year in which the 

Merger is consummated and (ii) if the 

Merger is consummated no later than 

March 31, 2009. 

The Exchange has noted that it does 

not currently set forth in the Manual 

any listing fees for securities that are 

listed under either Section 703.21 

(Equity-Linked Debt Securities) or 

Section 703.22 (Index-Linked 

Securities) and traded on NYSE Bonds. 

The Exchange has not previously listed 

any securities under Sections 703.21 or 

703.22 that traded on NYSE Bonds and, 

as a consequence, this filing is adopting 

fees for such listings for the first time. 

We have determined that the most 

appropriate fee schedule for these 

securities is that set forth in Section 

902.09. 


rmajette on PRODPC74 with NOTICES
Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 46673 

4The members of the Amex voted to approve the 

transaction on June 17, 2008. No vote of the NYSE 

Euronext shareholders is required. The sole 

remaining condition to the consummation of the 

transaction is the approval by the Division of 

Trading and Markets of certain rule filings the 

NYSE and Amex expect to submit in the near 

future. 

5As annual fees for listed securities are 

calculated based on the number of securities 

outstanding on January 1 and billed on an annual 

basis, the proposed fee waiver will not apply to 

additional securities of a class that has been 

transferred from NYSE Alternext U.S. that are 

issued after the date of transfer. 6 15 U.S.C. 78f(b)(4). 

NYSE Euronext, the ultimate parent 

company of the Exchange, has agreed to 

acquire the Amex pursuant to an 

Agreement and Plan of Merger, dated as 

of January 17, 2008. It is currently 

anticipated that the acquisition will be 

consummated during the third quarter 

of 2008.4 In connection with the 

acquisition, NYSE Euronext intends to 

discontinue the listing on NYSE 

Alternext U.S. of bonds and structured 

products issued in $1,000 face amounts. 

To the extent that these securities 

qualify for listing under the applicable 

NYSE standards, the Exchange will 

encourage the issuers to apply to list 

those securities on the NYSE for trading 

on NYSE Bonds. As the issuers of these 

securities will already have paid listing 

fees to NYSE Alternext U.S. and will be 

transferring to the NYSE as a result of 

a business decision made by NYSE 

Euronext, the Exchange proposes to 

waive all listing fees that would be 

payable in connection with the listing of 

securities transferred from NYSE 

Alternext U.S. and traded on NYSE 

Bonds, including securities listed under 

Sections 703.19, 703.21 and 703.22 5. 

This waiver will only take effect upon 

consummation of NYSE Euronext’s 

acquisition of the Amex. 

The Exchange believes the proposed 

fee waiver does not render the 

allocation of its listing fees inequitable 

or unfairly discriminatory, in particular 

because, after the Merger, NYSE 

Regulation, Inc. (‘‘NYSE Regulation’’) 

will perform listed company regulation 

for both the Exchange and NYSE 

Alternext U.S., including a substantial 

review of companies upon original 

listing. Many of the regulatory staff who 

currently perform initial and continued 

listing reviews at the Amex will become 

employees of NYSE Regulation at the 

time of the Merger and will continue to 

perform the same duties with respect to 

Amex companies after the Merger. 

Securities transferring from NYSE 

Alternext U.S. will be subjected to the 

same rigorous regulatory review as any 

other applicant for listing on the 

Exchange. However, the Exchange 

expects that, on average, the review of 

securities transferring from NYSE 

Alternext U.S. to the Exchange will be 

less costly than the review of a transfer 

from an unaffiliated market, as the 

Amex listing regulatory staff that will 

have been absorbed by NYSE Regulation 

will already have performed a 

substantial review of any Amex-listed 

company, and NYSE Regulation will be 

able to rely on that prior work as a 

baseline in qualifying the company for 

listing on the Exchange and in 

conducting ongoing compliance 

activities with respect to any such 

company. Furthermore, the Exchange 

anticipates that the revenue it foregoes 

as a consequence of this waiver will be 

an immaterial amount that would not 

have any impact on its ability to finance 

its regulatory activities. In addition, in 

light of the low level at which fees are 

set for listing on NYSE Bonds, the 

associated loss of revenue will be 

immaterial and will not impact the 

Exchange’s ability to finance its 

regulatory activities. 

2. Statutory Basis 

The basis under the Exchange Act for 

this proposed rule change is the 

requirement under Section 6(b)(4) 6 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 Exchange believes that 

the proposed fee waiver does not render 

the allocation of its listing fees 

inequitable or unfairly discriminatory 

because it is simply a recognition of the 

fact that companies transferring their 

listing from NYSE Alternext U.S. will 

already have paid fees to another 

exchange which will, upon 

consummation of the acquisition, be 

under the same ownership as the 

Exchange. The Exchange believes that 

the fee waiver is appropriate because 

the same regulatory staff will review 

securities on all three markets and the 

Exchange will therefore benefit from 

regulatory efficiencies arising out of 

NYSE Regulation’s prior examination of 

any companies that transfer. In addition, 

in light of the low level at which fees 

are set for listing on NYSE Bonds, the 

associated loss of revenue will be 

immaterial and will not impact the 

Exchange’s ability to finance its 

regulatory activities. 

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 Exchange 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. 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 

Number SR–NYSE–2008–56 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSE–2008–56. 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 


rmajette on PRODPC74 with NOTICES
46674 Federal Register / Vol. 73, No. 155 / Monday, August 11, 2008 / Notices 

7 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Section 314 also states an Exchange policy that 

an appropriate body within the company should 

examine the appropriateness of related party 

transactions. The Exchange does not propose to 

eliminate these provisions in this filing. However, 

the Exchange is making some nonsubstantive 

changes to these provisions. 

4See Securities Exchange Act Release No. 35121 

(December 19, 1994), 59 FR 66570 (December 27, 

1994) (SR–NYSE–94–20). 

5See Securities Exchange Act Release No. 27554 

(December 20, 1989), 54 FR 53227 (December 27, 

1989) (SR–NYSE–89–16). 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

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

available for inspection and copying in 

the Commission’s Public Reference 

Room, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 p.m. 

Copies of such filing also will be 

available for inspection and copying at 

the principal office of the Exchange. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–NYSE–2008–56 and should 

be submitted on or before September 2, 

2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.7

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–18370 Filed 8–8–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58303; File No. SR–NYSE–

2008–62] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change to Eliminate 

Sections 305 and 308 and the 

Shareholder Rights Provisions of 

Section 314 of the Listed Company 

Manual 

August 4, 2008. 

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 July 28, 

2008, the New York Stock Exchange 

LLC (the ‘‘NYSE’’ or the ‘‘Exchange’’) 

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 prepared by the Exchange. 

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 eliminate 

Sections 305 (‘‘Concentration of Voting 

Power’’) and 308 (‘‘Defensive Tactics’’) 

and the shareholder rights provisions of 

Section 314 (‘‘Special Rights of Certain 

Shareholders’’) of the Exchange’s Listed 

Company Manual (the ‘‘Manual’’). The 

text of the proposed rule change 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. 

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. 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 Exchange proposes to eliminate 

from its Manual Sections 305 

(‘‘Concentration of Voting Power’’) and 

308 (‘‘Defensive Tactics’’) and the 

shareholder rights provisions of Section 

314 (‘‘Special Rights of Certain 

Shareholders’’). Section 305 provides 

that, while a significant concentration of 

a company’s common stock in one 

holding is not a bar to listing, the 

Exchange will consider the existence of 

such a concentrated position in 

rendering a decision to list that 

company. Section 308 deals with 

provisions that discriminate among 

shareholders or nullify or reduce the 

voting power of common stockholders. 

Section 314 expresses the Exchange’s 

concern about the existence of special 

rights limited to one shareholder or a 

group of shareholders, such as the right 

to sell stock back to the company or 

preemptive rights (i.e., the right to 

purchase stock from the company at the 

time of any sale to any other party, so 

as to maintain that shareholder’s 

proportionate interest in the company).3

The Exchange proposes to retain the 

related party transaction policy of 

Section 314. However, the Exchange 

proposes to delete that part of Section 

314 which pertains to shareholder 

rights, as well as the entirety of Sections 

305 and 308. The provisions that the 

Exchange proposes to eliminate each 

embody Exchange policies in relation to 

shareholder rights. As such, the 

Exchange believes that these rules no 

longer serve any purpose as they are 

superseded by the Exchange’s 

shareholder rights policy as set forth in 

Section 313. 

In 1994, at the suggestion of then SEC 

chairman Arthur Levitt, the NYSE, the 

American Stock Exchange (the ‘‘Amex’’) 

and NASD each agreed to adopt a 

uniform policy (the ‘‘Uniform Voting 

Rights Policy’’) with respect to the 

voting rights of common stockholders.4

The NYSE adopted the Uniform Voting 

Rights Policy as an amendment to the 

Exchange’s existing voting rights policy, 

Section 313 of the Manual. The NYSE 

adopted Section 313 in its earlier form 

in 1989,5 intending that it would 

constitute the Exchange’s only voting 

rights policy. To that end, the Exchange 

included in its filing in relation to the 

adoption of Section 313 a proposal to 

eliminate Section 308 of the Manual on 

the basis that it dealt with the same sorts 

of issues as Section 313 and was 

therefore redundant and superseded by 

Section 313. In approving Section 313 

in 1989, the SEC stated that it was ‘‘still 

reviewing [the Section 308] portion of 

the proposal’’ and was therefore not 

approving the elimination of Section 

308 at that time. 

When the exchanges adopted the 

Uniform Voting Rights Policy, it was the 

Commission’s stated intention that it 

would result in a uniform industry-wide 

approach to voting rights issues. In light 

of this philosophical approach, the 

Exchange has long believed that 

Sections 305, 308 and the shareholder 

rights provisions of Section 314 have 

been superseded by the Uniform Voting 

Rights Policy and that it is appropriate 

to consider shareholder rights issues 

solely in the context of Section 313. In 

the Exchange’s experience, the 

continued presence of these provisions 

in the Manual causes occasional 

confusion among issuers and their 


rmajette on PRODPC74 with NOTICES