[Federal Register Volume 83, Number 163 (Wednesday, August 22, 2018)]
[Notices]
[Page 42545]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-18059]
[[Page 42545]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-83865; File No. SR-NASDAQ-2018-008]
Self-Regulatory Organizations; The Nasdaq Stock Market LLC;
Notice of Designation of a Longer Period for Commission Action on
Proceedings To Determine Whether To Approve or Disapprove a Proposed
Rule Change To Modify the Listing Requirements Contained in Listing
Rule 5635(d) To Change the Definition of Market Value for Purposes of
the Shareholder Approval Rule and Eliminate the Requirement for
Shareholder Approval of Issuances at a Price Less Than Book Value but
Greater Than Market Value
August 16, 2018.
On January 30, 2018, The Nasdaq Stock Market LLC (``Nasdaq'' or the
``Exchange'') 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 modify the listing requirements contained in
Nasdaq Rule 5635(d) to (1) change the definition of market value for
purposes of shareholder approval under Nasdaq Rule 5635(d); (2)
eliminate the requirement for shareholder approval of issuances at a
price less than book value but greater than market value; and (3) make
other conforming changes. The proposed rule change was published for
comment in the Federal Register on February 20, 2018.\3\ In response,
the Commission received three comments on the proposal.\4\ On April 4,
2018, the Commission extended the time period within which to approve
the proposed rule change, disapprove the proposed rule change, or
institute proceedings to determine whether to disapprove the proposed
rule change to May 21, 2018.\5\ The Commission issued an order
instituting proceedings under Section 19(b)(2)(B) of the Act \6\ to
determine whether to approve or disapprove the proposed rule change on
May 21, 2018 (``OIP'').\7\ The Commission received a letter from the
Exchange in response to the OIP.\8\
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 82702 (February 13,
2018), 83 FR 7269 (February 20, 2018).
\4\ See Letters to Brent J. Fields, Secretary, Commission, from
Michael A. Adelstein, Partner, Kelley Drye & Warren LLP, dated
February 28, 2018; Penny Somer-Greif, Chair, and Gregory T.
Lawrence, Vice-Chair, Committee on Securities Law of the Business
Law Section of the Maryland State Bar Association, dated March 13,
2018; and Greg Rodgers, Latham Watkins, dated March 14, 2018.
\5\ See Securities Exchange Act Release No. 82994 (April 4,
2018), 83 FR 15441 (April 10, 2018).
\6\ 15 U.S.C. 78s(b)(2)(B).
\7\ See Securities Exchange Act Release No. 83294 (May 21,
2018), 83 FR 24379 (May 25, 2018).
\8\ See Letter to Brent J. Fields, Secretary, Commission, from
Arnold Golub, Vice President, Listing Qualifications, Deputy General
Counsel, Nasdaq, dated July 18, 2018.
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Section 19(b)(2) of the Act \9\ provides that, after initiating
disapproval proceedings, the Commission shall issue an order approving
or disapproving the proposed rule change not later than 180 days after
the date of publication of notice of filing of the proposed rule
change. The Commission may, however, extend the period for issuing an
order approving or disapproving the proposed rule change by not more
than 60 days if the Commission determines that a longer period is
appropriate and publishes the reasons for such determination. The
proposed rule change was published for notice and comment in the
Federal Register on February 20, 2018.\10\ August 19, 2018 is 180 days
from that date, and October 18, 2018 is 240 days from that date.
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\9\ 15 U.S.C. 78s(b)(2).
\10\ See supra note 3.
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The Commission finds it appropriate to designate a longer period
within which to issue an order approving or disapproving the proposed
rule change so that it has sufficient time to consider the proposed
rule change and the comment letters. Accordingly, the Commission,
pursuant to Section 19(b)(2) of the Act,\11\ designates October 18,
2018, as the date by which the Commission shall either approve or
disapprove the proposed rule change (File No. SR-Nasdaq-2018-008).
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\11\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\12\
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\12\ 17 CFR 200.30-3(a)(57).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-18059 Filed 8-21-18; 8:45 am]
BILLING CODE 8011-01-P