Federal Register / Vol. 74, No. 117 / Friday, June 19, 2009 / Notices 29261 

53 15 U.S.C. 77b(a)(8). 

54ABA Letter. 

55See current Rule 2720(f), (g), and (h). 

56ABA Letter. 

57 Id. 

58 In approving this proposal, the Commission has 

considered the proposed rule’s impact on 

efficiency, competition, and capital formation. See 

15 U.S.C. 78c(f). 

59 15 U.S.C. 78o–3(b)(6). 

60 15 U.S.C. 78s(b)(2). 

61 17 CFR 200.30–3(a)(12). 

any rules, or regulations promulgated 

thereunder, or the anti-fraud rules of 

any self-regulatory organization in 

connection with a registered or 

unregistered offering of securities. The 

Rule currently prohibits an associated 

person’s involvement in the due 

diligence process in a supervisory 

capacity if that person has been subject 

to certain criminal and disciplinary 

actions pertaining to the offering of 

securities within five years prior to the 

filing of the registration statement. The 

proposed rule change, as described 

above, would lengthen this period from 

five to ten years. 

P. Definition of ‘‘Registration 

Statement’’ 

Proposed Rule 2720(f)(13) would 

define the term ‘‘registration statement’’ 

as a registration statement as defined by 

Section 2(a)(8) of the Securities Act,53

notification on Form 1A filed with the 

Commission pursuant to the provisions 

of Securities Act Rule 252, or any other 

document, by whatever name known, 

initiating a registration or similar 

process for an issue of securities which 

is required to be filed by the laws or 

regulations of any federal or state 

agency. This definition mirrors current 

Rule 2720(b)(16), except for technical 

changes to correct the references in the 

current Rule to Securities Act Section 

2(8) and Securities Act Rule 255. 

Q. Definition of ‘‘Subordinated Debt’’ 

Proposed Rule 2720(f)(14) would 

define ‘‘subordinated debt’’ to include 

debt of an issuer which is expressly 

subordinate in right of payment to (or 

with a claim on assets subordinate to) 

any existing or future debt of such 

issuer or all debt that is specified as 

subordinated at the time of issuance. 

Subordinated debt would not include 

short-term debt with maturity at 

issuance of less than one year and 

secured debt and bank debt not 

specified as subordinated debt at the 

time of issuance. This definition mirrors 

current Rule 2720(b)(18). 

R. Deleted Definitions 

Proposed Rule 2720 would not 

include definitions for some terms that 

appear in current Rule 2720. These 

would be the definitions for 

‘‘company,’’ ‘‘effective date,’’ 

‘‘immediate family,’’ ‘‘parent,’’ 

‘‘person,’’ ‘‘public director,’’ and 

‘‘settlement.’’ In response to comments 

on the original proposal,54 FINRA 

proposed to adopt the current Rule 2720 

definitions of ‘‘company,’’ ‘‘effective 

date,’’ ‘‘immediate family,’’ and 

‘‘person’’ as new paragraphs (a)(11) 

through (14) of Rule 5110 because they 

are used in that rule. Proposed Rule 

2720(f) provides that the definitions in 

Rule 5110 are incorporated by reference 

in Rule 2720. 

S. Corporate Governance and Periodic 

Reporting 

Rule 2720 currently includes certain 

provisions that do not apply to the 

public offering itself and instead require 

the issuer to adopt corporate governance 

policies relating to an audit committee, 

public directors, and to issue periodic 

reports to shareholders.55 With the 

enactment of the Sarbanes-Oxley Act of 

2002 and recent SEC rulemaking and 

interpretive actions, FINRA enunciated 

its belief that issuers’ periodic reporting 

requirements under the Exchange Act 

have been enhanced and listing 

standard changes intended to improve 

corporate governance and enhance the 

role of audit committees have been 

adopted. Accordingly, FINRA decided 

that separate Rule 2720 requirements for 

corporate governance and periodic 

reporting would be unnecessary. One 

commenter expressed support for 

eliminating these provisions from Rule 

2720.56

T. Intrastate Offerings 

Rule 2720(j) currently requires any 

member offering its securities pursuant 

to the intrastate offering exemption 

under the Securities Act to include in 

the offering documents information 

required in a release that the 

Commission published in 1972. The 

proposed amendments would delete 

this requirement from Rule 2720. FINRA 

stated their belief that disclosure 

requirements for unregistered offerings 

should be addressed in a more 

comprehensive manner by the 

Commission, the states, or FINRA, and 

not imposed under the narrow scope of 

Rule 2720 or limited to intrastate 

offerings. One commenter suggested that 

FINRA should not adopt disclosure 

requirements for intrastate offerings 

because such offerings are subject to the 

disclosure requirements of the state 

where the securities are offered.57

U. Suitability 

Rule 2720(k) currently requires that 

every member underwriting an issue of 

its own securities, or securities of an 

affiliate or company with which it has 

a conflict of interest, that recommends 

to a customer the purchase of a security 

of such issue must have reasonable 

grounds to believe that the 

recommendation is suitable for the 

customer. FINRA did not propose a 

similar provision in proposed Rule 2720 

because NASD Rule 2310 already 

addresses a member’s obligations 

relating to suitability. 

III. Discussion and Findings 

After careful review of the 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 

that are applicable to a national 

securities association.58 In particular, 

the Commission believes that the 

proposed rule change is consistent with 

the provisions of Section 15A(b)(6) of 

the Act,59 which requires, among other 

things, that FINRA rules be designed to 

prevent fraudulent and manipulative 

acts and practices, to promote just and 

equitable principles of trade, and, in 

general, to protect investors and the 

public interest. The Commission 

believes that FINRA has substantially 

streamlined the Rule thus enhancing its 

members’ ability to comply with the 

rule while maintaining investor 

protections. The Rule, as amended in 

the proposal, continues regulation that 

protects investors in offerings where the 

member has a conflict of interest. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,60 that the 

proposed rule change (File No. SR– 

FINRA–2007–009), as modified by 

Amendment No. 1, be, and hereby is, 

approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.61

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–14367 Filed 6–18–09; 8:45 am] 

BILLING CODE 8010–01–P 

SOCIAL SECURITY ADMINISTRATION 

[Docket No. SSA–2009–0033] 

Occupational Information Development 

Advisory Panel Meeting 

AGENCY: Social Security Administration 

(SSA). 

mstockstill on PROD1PC66 with NOTICES

29262 Federal Register / Vol. 74, No. 117 / Friday, June 19, 2009 / Notices 

ACTION: Notice of Upcoming Panel 

Teleconference Meeting. 

DATES: July 14, 2009, 12 p.m.–2 p.m. 

(EDT). 

Call-in number: 1–866–244–4637. 

Pass code: 1367800. 

Leader/Host: Debra Tidwell-Peters. 

SUPPLEMENTARY INFORMATION: Type of 

meeting: The teleconference meeting is 

open to the public. Purpose: This 

discretionary Panel, established under 

the Federal Advisory Committee Act of 

1972, as amended, shall report to the 

Commissioner of Social Security. The 

Panel will provide independent advice 

and recommendations on plans and 

activities to replace the Dictionary of 

Occupational Titles used in the Social 

Security Administration’s (SSA) 

disability determination process. The 

Panel will advise the Agency on 

creating an occupational information 

system tailored specifically for SSA’s 

disability programs and adjudicative 

needs. Advice and recommendations 

will relate to SSA’s disability programs 

in the following areas: Medical and 

vocational analysis of disability claims; 

occupational analysis, including 

definitions, ratings and capture of 

physical and mental/cognitive demands 

of work and other occupational 

information critical to SSA disability 

programs; data collection; use of 

occupational information in SSA’s 

disability programs; and any other 

area(s) that would enable SSA to 

develop an occupational information 

system suited to its disability programs 

and improve the medical-vocational 

adjudication policies and processes. 

Agenda: The agenda for the meeting 

will be posted on the Internet at 

http://www.ssa.gov/oidap/ 

meeting_information.htm at least one 

week prior to the start date and can be 

received electronically by e-mail or by 

fax, upon request. Records are kept of 

all proceedings and will be available for 

public inspection by appointment at the 

Panel office. 

Contact Information: Anyone 

requiring information regarding the 

Panel should contact the Panel staff by: 

Mail addressed to the Occupational 

Information Development Advisory 

Panel, Social Security Administration, 

6401 Security Boulevard, Operations 

Building, 3–E–26, Baltimore, MD 21235, 

fax to (410) 597–0825, or e-mail to 

OIDAP@ssa.gov. 

Debra Tidwell-Peters, 

Designated Federal Officer. 

[FR Doc. E9–14374 Filed 6–18–09; 8:45 am] 

BILLING CODE 4191–02–P 

DEPARTMENT OF STATE 

[Public Notice 6677] 

Culturally Significant Objects Imported 

for Exhibition Determinations: 

‘‘Joaquin Torres-Garcia: Constructing 

Abstraction With Wood’’ 

SUMMARY: Notice is hereby given of the 

following determinations: Pursuant to 

the authority vested in me by the Act of 

October 19, 1965 (79 Stat. 985; 22 U.S.C. 

2459), Executive Order 12047 of March 

27, 1978, the Foreign Affairs Reform and 

Restructuring Act of 1998 (112 Stat. 

2681, et seq.; 22 U.S.C. 6501 note, et 

seq.), Delegation of Authority No. 234 of 

October 1, 1999, Delegation of Authority 

No. 236 of October 19, 1999, as 

amended, and Delegation of Authority 

No. 257 of April 15, 2003 [68 FR 19875], 

I hereby determine that the objects to be 

included in the exhibition ‘‘Joaquin 

Torres-Garcia: Constructing Abstraction 

With Wood,’’ imported from abroad for 

temporary exhibition within the United 

States, are of cultural significance. The 

objects are imported pursuant to loan 

agreements with the foreign owners or 

custodians. I also determine that the 

exhibition or display of the exhibit 

objects at the Menil Collection, 

Houston, TX, from on or about 

September 25, 2009, until on or about 

January 3, 2010; at the San Diego 

Museum of Art, San Diego, CA, from on 

or about February 21 until on or about 

May 30, 2010; and at possible additional 

exhibitions or venues yet to be 

determined, is in the national interest. 

Public Notice of these Determinations is 

ordered to be published in the Federal 

Register. 

FOR FURTHER INFORMATION CONTACT: For 

further information, including a list of 

the exhibit objects, contact Carol B. 

Epstein, Attorney-Adviser, Office of the 

Legal Adviser, U.S. Department of State 

(telephone: 202/453–8040). The address 

is U.S. Department of State, SA–44, 301 

4th Street, SW., Room 700, Washington, 

DC 20547–0001. 

Dated: June 12, 2009. 

C. Miller Crouch, 

Acting Assistant Secretary for Educational 

and Cultural Affairs, Department of State. 

[FR Doc. E9–14490 Filed 6–18–09; 8:45 am] 

BILLING CODE 4710–05–P 

DEPARTMENT OF STATE 

[Public Notice 6678] 

Culturally Significant Objects Imported 

for Exhibition Determinations: 

‘‘Vermeer’s Masterpiece, The 

Milkmaid’’ 

SUMMARY: Notice is hereby given of the 

following determinations: Pursuant to 

the authority vested in me by the Act of 

October 19, 1965 (79 Stat. 985; 22 U.S.C. 

2459), Executive Order 12047 of March 

27, 1978, the Foreign Affairs Reform and 

Restructuring Act of 1998 (112 Stat. 

2681, et seq.; 22 U.S.C. 6501 note, et 

seq.), Delegation of Authority No. 234 of 

October 1, 1999, Delegation of Authority 

No. 236 of October 19, 1999, as 

amended, and Delegation of Authority 

No. 257 of April 15, 2003 [68 FR 19875], 

I hereby determine that the object to be 

included in the exhibition ‘‘Vermeer’s 

Masterpiece, The Milkmaid,’’ imported 

from abroad for temporary exhibition 

within the United States, is of cultural 

significance. The object is imported 

pursuant to a loan agreement with the 

foreign owner or custodian. I also 

determine that the exhibition or display 

of the exhibit object at the Metropolitan 

Museum of Art, New York, NY, from on 

or about September 9, 2009, until on or 

about November 29, 2009, and at 

possible additional exhibitions or 

venues yet to be determined, is in the 

national interest. Public Notice of these 

Determinations is ordered to be 

published in the Federal Register. 

FOR FURTHER INFORMATION CONTACT: For 

further information, including a list of 

the exhibit objects, contact Carol B. 

Epstein, Attorney-Adviser, Office of the 

Legal Adviser, U.S. Department of State 

(telephone: 202/453–8048). The address 

is U.S. Department of State, SA–44, 301 

4th Street, SW., Room 700, Washington, 

DC 20547–0001. 

Dated: June 12, 2009. 

C. Miller Crouch, 

Acting Assistant Secretary for Educational 

and Cultural Affairs, Department of State. 

[FR Doc. E9–14492 Filed 6–18–09; 8:45 am] 

BILLING CODE 4710–05–P 

DEPARTMENT OF STATE 

[Public Notice 6601] 

U.S. Advisory Panel to the U.S. Section 

of the North Pacific Anadromous Fish 

Commission; (Notice of Renewal) 

The Department of State has renewed 

the Charter of the U.S. Advisory Panel 

to the U.S. Section of the North Pacific 

Anadromous Fish Commission (NPAFC) 

mstockstill on PROD1PC66 with NOTICES