I

103D CONGRESS

1ST SESSION H. R. 2515

To amend the Securities Exchange Act of 1934 with respect to the extension

of unlisted trading privileges for corporate securities, and for other purposes.

IN THE HOUSE OF REPRESENTATIVES

JUNE 24, 1993

Mr. WYDEN (for himself, Mrs. COLLINS of Illinois, Mr. MOORHEAD, Mr. COOPER, Mr. FIELDS of Texas, Mr. LEHMAN, Mr. OXLEY, Mr. RICHARDSON,

Mr. HASTERT, Ms. MARGOLIES-MEZVINSKY, Mr. GILLMOR, Mr. SYNAR,

and Mr. GREENWOOD) introduced the following bill; which was referred

to the Committee on Energy and Commerce

A BILL

To amend the Securities Exchange Act of 1934 with respect

to the extension of unlisted trading privileges for corporate securities, and for other purposes.

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled,

3 SECTION 1. AMENDMENT TO THE SECURITIES EXCHANGE

4 ACT OF 1934.

5 Section 12(f) of the Securities Exchange Act of 1934

6 (15 U.S.C. 78l(f)) is amended—

7 (1) by striking paragraphs (1) and (2) and in8 serting the following:
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1 ‘‘(f)(1)(A) Notwithstanding the foregoing provisions

2 of this section, any national securities exchange, in accord3 ance with the requirements of this subsection and the

4 rules thereunder, may extend unlisted trading privileges

5 to any security—

6 ‘‘(i) listed and registered on any national secu7 rities exchange, or

8 ‘‘(ii) otherwise registered pursuant to section 12

9 of this title, or that would be required to be so reg10 istered except for the exemption from registration

11 provided in subsection (g)(2)(B) or (g)(2)(G) of that

12 section,

13 if the applicant exchange is a signatory to a transaction

14 reporting plan that governs unlisted trading privileges in

15 the subject security, and has received Commission ap16 proval by rule or order to effect transactions pursuant to

17 such plan.

18 ‘‘(B) The Commission may designate, by rule or regu19 lation, such additional procedures or requirements for ex20 tending unlisted trading privileges to any security as the

21 Commission deems necessary or appropriate for the main22 tenance of fair and orderly markets, the protection of in23 vestors and the public interest, or otherwise in furtherance

24 of the purposes of this title.
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1 ‘‘(C) An exchange may continue to extend unlisted

2 trading privileges only so long as the applicant exchange

3 and the subject security continue to satisfy the require4 ments for eligibility set forth in this paragraph (1), includ5 ing any rules and regulations adopted pursuant to this

6 paragraph, except that unlisted trading privileges may

7 continue as to securities which had been admitted on such

8 exchange prior to July 1, 1964, notwithstanding the fail9 ure to satisfy such requirements. If unlisted trading privi10 leges in a security have terminated pursuant to this sub11 paragraph, a new application under this subsection and

12 the rules thereunder shall be required to establish unlisted

13 trading privileges in the security.

14 ‘‘(2)(A) On or before filing an application with the

15 Commission pursuant to this subsection, each national se16 curities exchange shall send a copy of the application to

17 the issuer of the security and to each national securities

18 exchange on which such security is or will be listed (or,

19 if not listed on any national securities exchange, to any

20 registered securities association that sponsors an auto21 mated quotation system on which the security is quoted).

22 Such application shall include a certification by the appli23 cant exchange that the applicant exchange’s rules are rea24 sonably designed to maintain fair and orderly markets and

25 protect investors and the public interest in connection with
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1 the proposal to trade the securities that are the subject

2 of the application. An application filed pursuant to this

3 subsection shall be made in accordance with such rules

4 or regulations as the Commission may prescribe and shall

5 take effect upon filing with the Commission, unless the

6 Commission provides otherwise by rule or regulation.

7 ‘‘(B) At any time within 60 days of the date of filing

8 of such application, the Commission summarily may sus9 pend unlisted trading privileges extended pursuant to such

10 application and such suspension shall remain in effect

11 until the Commission by order grants the application.

12 Such a suspension shall not be reviewable under section

13 25 of this title and shall not be deemed to be final agency

14 action for purposes of section 704 of title 5, United States

15 Code. A summary suspension shall not affect the validity

16 or force of a grant of unlisted trading privileges in effect

17 prior to such suspension, provided that such application

18 was properly filed in accordance with this subsection and

19 any rules or regulations promulgated by the Commission

20 thereunder.

21 ‘‘(C) No application for the extension of unlisted

22 trading privileges that has been suspended pursuant to

23 subparagraph (B) of this paragraph shall be granted un24 less the Commission finds, after notice and opportunity

25 for hearing, that the extension of unlisted trading privi-
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1 leges pursuant to such application is consistent with the

2 maintenance of fair and orderly markets and the protec3 tion of investors and the public interest otherwise in fur4 therance of the purposes of this title.’’; and

5 (2) in paragraph 3, by striking ‘‘The Commis6 sion’’ and inserting ‘‘Other than for purposes of

7 paragraph (2) of this subsection, the Commission’’.

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