[Federal Register Volume 76, Number 180 (Friday, September 16, 2011)]
[Notices]
[Pages 57770-57771]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-23802]
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SECURITIES AND EXCHANGE COMMISSION
[SEC File No. 270-86; OMB Control No. 3235-0080]
Proposed Collection; Comment Request
Upon Written Request, Copies Available From: U.S. Securities and
Exchange Commission, Office of Investor Education and Advocacy,
Washington, DC 20549-0213.
Extension:
Rule 12d2-2, Form 25.
Notice is hereby given that pursuant to the Paperwork Reduction Act
of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') is soliciting comments on the collections
of information summarized below. The Commission plans to submit these
existing collections of information to the Office of Management and
Budget for extension and approval for Rule 12d2-2 (17 CFR 240.12d2-2)
and Form 25 (17 CFR 249.25) Removal and Notification of Removal from
Listing and/or Registration.
On February 12, 1935, the Commission adopted Rule 12d2-2,\1\ and
Form 25 under the Securities Exchange Act of 1934 (15 U.S.C. 78b et
seq.) (``Act''), to establish the conditions and procedures under which
a security may be delisted from an exchange and withdrawn from
registration under Section 12(b) of the Act.\2\ The Commission adopted
amendments to Rule 12d2-2 and Form 25 in 2005.\3\ Under the amended
Rule 12d2-2, all issuers and national securities exchanges seeking to
delist and deregister a security in accordance with the rules of an
exchange must file the adopted version of Form 25 with the Commission.
The Commission also adopted amendments to Rule 19d-1 under the Act to
require exchanges to file the adopted version of Form 25 as notice to
the Commission under Section 19(d) of the Act. Finally, the Commission
adopted amendments to exempt options and security futures from Section
12(d) of the Act. These amendments are intended to simplify the
paperwork and procedure associated with a delisting and to unify
general rules and procedures relating to the delisting process.
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\1\ See Securities Exchange Act Release No. 98 (February 12,
1935).
\2\ See Securities Exchange Act Release No. 7011 (February 5,
1963), 28 FR 1506 (February 16, 1963).
\3\ See Securities Exchange Act Release No. 52029 (July 14,
2005), 70 FR 42456 (July 22, 2005).
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The Form 25 is useful because it informs the Commission that a
security previously traded on an exchange is no longer traded. In
addition, the Form 25 enables the Commission to verify that the
delisting and/or deregistration has occurred in accordance with the
rules of the exchange. Further, the Form 25 helps to focus the
attention of delisting issuers to make sure that they abide by the
proper procedural and notice requirements associated with a delisting
and/or a deregistration. Without Rule 12d2-2 and the Form 25, as
applicable, the Commission would be unable to fulfill its statutory
responsibilities.
There are 15 national securities exchanges that trade equity
securities that will be respondents subject to Rule 12d2-2 and Form
25.\4\ The burden of complying with Rule 12d2-2 and Form 25 is not
evenly distributed among the exchanges, however, since there are many
more securities listed on the New York Stock Exchange, the NASDAQ Stock
Market, and NYSE Amex than on the other exchanges. However, for
purposes of this filing, the Commission staff has assumed that the
number of
[[Page 57771]]
responses is evenly divided among the exchanges. Since approximately
630 responses under Rule 12d2-2 and Form 25 for the purpose of
delisting and/or deregistration of equity securities are received
annually by the Commission from the national securities exchanges, the
resultant aggregate annual reporting hour burden would be, assuming on
average one hour per response, 630 annual burden hours for all
exchanges (15 exchanges x an average of 42 responses per exchange x 1
hour per response). In addition, since approximately 118 responses are
received by the Commission annually from issuers wishing to remove
their securities from listing and registration on exchanges, the
Commission staff estimates that the aggregate annual reporting hour
burden on issuers would be, assuming on average one reporting hour per
response, 118 annual burden hours for all issuers (118 issuers x 1
response per issuer x 1 hour per response). Accordingly, the total
annual hour burden for all respondents to comply with Rule 12d2-2 is
748 hours (630 hours for exchanges + 118 hours for issuers). The
related internal labor costs associated with these burden hours are
$40,784.50 total ($33,232.50 for exchanges ($52.75 per response x 630
responses) and $7,552 for issuers ($64 per response x 118 responses)).
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\4\ The staff notes that there are additional national
securities exchanges that only trade standardized options which are
exempt from Rule 12d2-2.
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Written comments are invited on: (a) Whether the proposed
collection of information is necessary for the proper performance of
the functions of the agency, including whether the information will
have practical utility; (b) the accuracy of the agency's estimate of
the burden of the collection of information; (c) ways to enhance the
quality, utility, and clarity of the information collected; and (d)
ways to minimize the burden of the collection of information on
respondents, including through the use of automated collection
techniques or other forms of information technology. Consideration will
be given to comments and suggestions submitted in writing within 60
days of this publication.
Comments should be directed to: Thomas Bayer, Director/Chief
Information Officer, Securities and Exchange Commission, c/o Remi
Pavlik-Simon, 6432 General Green Way, Alexandria, Virginia 22312 or
send an e-mail to: [email protected]. Comments must be submitted
within 60 days of this notice.
Dated: September 13, 2011.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-23802 Filed 9-15-11; 8:45 am]
BILLING CODE 8011-01-P