[Federal Register Volume 76, Number 225 (Tuesday, November 22, 2011)]
[Notices]
[Page 72226]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-30071]
[[Page 72226]]
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SECURITIES AND EXCHANGE COMMISSION
Submission for OMB Review; 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; SEC File No. 270-86; OMB Control No. 3235-0080 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'') has submitted to the Office of Management
and Budget a requests for approval of extension of the existing
collection of information provided for the following rule: Rule 12d2-2
(17 CFR 240.12d2-2) and Form 25 (17 CFR 249.25).
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. 78a et
seq.) (``Act''), which sets forth 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which a security may be delisted from an exchange and withdrawn from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 adopted
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 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 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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The collection of information obligations imposed by Rule 12d2-2
and Form 25 are mandatory. The response will be available to the public
and will not be kept confidential. The Commission may not conduct or
sponsor a collection of information unless it displays a currently
valid control number. No person shall be subject to any penalty for
failing to comply with a collection of information subject to the PRA
that does not display a valid Office of Management and Budget (OMB)
control number.
The public may view the background documentation for this
information collection at the following Web site, http://www.reginfo.gov. Comments should be directed to (i) Desk Officer for
the Securities and Exchange Commission, Office of Information and
Regulatory Affairs, Office of Management and Budget, Room 10102, New
Executive Office Building, Washington, DC 20503 or by sending an email
to: [email protected]; and (ii) Thomas Bayer, Director/Chief
Information Officer, Securities and Exchange Commission, c/o Remi
Pavlik-Simon, 6432 General Green Way, Alexandria, VA 22312 or send an
email to: [email protected]. Comments must be submitted within 30
days of this notice.
November 16, 2011.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-30071 Filed 11-21-11; 8:45 am]
BILLING CODE 8011-01-P