[Federal Register Volume 71, Number 70 (Wednesday, April 12, 2006)]
[Notices]
[Pages 18790-18791]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E6-5364]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53606; File No. SR-NASD-2006-028]


Self-Regulatory Organizations; National Association of Securities 
Dealers, Inc.; Order Approving Proposed Rule Change To Allow Nasdaq To 
Take Certain Actions on Behalf of Its Issuers in Connection With 
Nasdaq's Transition to a National Securities Exchange

 April 6, 2006.
    On February 23, 2006, the National Association of Securities 
Dealers, Inc. (``NASD''), through its subsidiary, The Nasdaq Stock 
Market, Inc. (``Nasdaq''), 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 adopt NASD Rule 4130 to allow 
Nasdaq and its subsidiary, The Nasdaq Stock Market LLC (``Nasdaq 
Exchange''), to file an application with the Commission or another 
appropriate regulator on behalf of its issuers to register their listed 
securities under Section 12(b) of the Act,\3\ or seek a temporary 
exemption from Section 12 of the Act, in connection with Nasdaq 
Exchange's operation as a national securities exchange. The Commission 
published the proposed rule change for comment in the Federal Register 
on March 2, 2006.\4\ The Commission received no comments on the 
proposal. This order approves the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 15 U.S.C. 781(b).
    \4\ Securities Exchange Act Release No. 53362 (February 24, 
2006), 71 FR 10734.
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    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder applicable to a national securities association.\5\ The 
Commission believes the proposed rule change is consistent with Section 
15A(b)(6) of the Act,\6\ which requires, among other things, that the 
rules of a national securities association be designed to promote just 
and equitable principals of trade, to remove impediments to and perfect 
the mechanism of a free and open market and a national market system, 
and in general to protect investors and the public interest. The 
Commission

[[Page 18791]]

approved the Nasdaq Exchange's registration as a national securities 
exchange on January 13, 2006.\7\ As noted in the Nasdaq Exchange Order, 
once the Nasdaq Exchange begins operations as a national securities 
exchange, a security will be considered for listing on the Nasdaq 
Exchange only of it is registered pursuant to Section 12(b) of the Act 
or is subject to an exemption. Further, in the Nasdaq Exchange Order, 
the Commission noted that Nasdaq had notified Commission staff that it 
intended to request appropriate regulatory relief to facilitate the 
efficient registration of its issuers' securities under Section 12(b) 
of the Act. Nasdaq also represented that it would seek an exemption for 
certain issuers that are currently not required to be registered under 
Section 12(g) of the Act.\8\ The Commission noted in the Nasdaq 
Exchange Order that it expected Nasdaq to provide notice to the public 
and its issuers of any request and provide issuers with an opportunity 
to opt-out of the process. Nasdaq filed this proposed rule change to 
give it the authority to act on behalf of its issuers and to provide 
notice of its plans.
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    \5\ In approving this rule proposal, the Commission notes that 
it has considered the proposed rule's impact on efficiency, 
competition, and capital formation. 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78o-3(b)(6).
    \7\ See Securities Exchange Act Release No. 53128 (January 13, 
2006), 71 FR 3550 (January 23, 2006) (Findings, Opinion, and Order 
of the Commission approving the application of the Nasdaq Stock 
Market LLC for registration as a national securities exchange) 
(``Nasdaq Exchange Order''). The Nasdaq Exchange may not operate as 
a national securities exchange until certain conditions have been 
satisfied. See id.
    \8\ 15 U.S.C. 78l(g).
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    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\9\ that the proposed rule change (SR-NASD-2006-028) be, and hereby 
is, approved.
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    \9\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
 [FR Doc. E6-5364 Filed 4-11-06; 8:45 am]
BILLING CODE 8010-01-P