[Federal Register Volume 63, Number 1 (Friday, January 2, 1998)]
[Notices]
[Pages 117-118]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-34193]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-39483; File No. SR-NASD-97-90]
Self-Regulatory Organizations; Notice of Filing and Immediate
Effectiveness of Proposed Rule Change by National Association of
Securities Dealers, Inc. (``NASD'') Relating to Change of Effective
Date of Certain Amendments to the Corporate Governance Documents of the
NASD, NASD Regulation, Inc., and the Nasdaq Stock Market, Inc.
December 22, 1997.
Pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of
1934 (``Act'') \1\ notice is hereby given that on December 18, 1997,
the National Association of Securities Dealers, Inc. (``NASD'' or
``Association'') filed with the Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change to the corporate
governance documents of the NASD, NASD Regulation, Inc. (``NASD
Regulation'') and The Nasdaq Stock Market, Inc. (``Nasdaq''), as
described in Items I, II, and III below, which Items have been prepared
by the Association. This filing was amended on December 19, 1997 and
December 22, 1997.\2\ The Association has designated this proposal as
one that is concerned solely with the administration of the self-
regulatory organization under Section 19(b)(3)(A)(iii) of the Act, and
constituting a stated policy, practice, or interpretation with respect
to the meaning of an existing rule under Section 19(b)(3)(A)(i) of the
Act, which renders the rule effective upon the Commission's receipt of
this filing. The Commission is publishing this notice to solicit
comments on the proposed rule change, as amended, from interested
persons.
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\1\ 15 U.S.C. 78s(b)(3).
\2\ See Letter from Robert E. Aber, Vice President and General
Counsel, Nasdaq to Katherine A. England, Assistant Director,
Division of Market Regulation, Securities and Exchange Commission,
dated December 19, 1997 and Letter from Alden Adkins, Vice President
and General Counsel, NASD Regulation to Katherine A. England,
Assistant Director, Division of Market Regulation, Securities and
Exchange Commission, dated December 22, 1997. The changes contained
in Amendments Nos. One and Two are consolidated into this Notice.
Several additional technical amendments are also included in this
Notice. Telephone Conversation between Sharon Zackula, Office of
General Counsel, NASD Regulation and Mandy S. Cohen, Office of
Market Supervision, Commission (December 22, 1997).
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I. Self-Regulatory Organization's Statement of the Terms of
Substance of the Proposed Rule Change
Pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-4(e)(1) and
(3) thereunder, the Association is filing a proposed rule change to
adjust the effective date of its corporate governance documents
(excepting those applicable to nomination and elections procedures), as
recently approved by the Commission.\3\
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\3\See Securities Exchange Act Release No. 39326 (November 14,
1997), 62 FR 25226 (November 21, 1997) (File No. SR-NASD-97-71). The
provisions excluded from the amended effective date set forth in
this filing are:
NASD By-Laws Article VII, Sections 9(a), 9(e), and 10 through
14;
NASD By-Laws Articles XX and XXI;
NASD Regulations * * * By-Laws Article IV, Section 4.16; and
Nasdaq By-Laws Article IV, Section 4.15.
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II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Association included
statements concerning the purpose of and basis for the proposed rule
change and discussed any comments it received on the proposed rule
change. The text of these statements may be examined at the places
specified in Item IV below. The
[[Page 118]]
Association has prepared summaries, set forth in Sections A, B, and C
below, of the most significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
(1) Purpose of Rule Change
The Association is filing this rule-filing pursuant to Section
19(b)(3)(A) of the Act and Rule 19b-4(e) (1) and (3) thereunder, to
provide that those amendments to the corporate governance documents
currently scheduled to become effective on ``the date of the first
meeting of the NASD Board of Governors in 1998'' \4\ be changed to
become effective ``at the conclusion of the annual meeting of the NASD,
which is currently scheduled for January 1998.'' The annual meeting is
currently expected to be held earlier in January 1998 than the meeting
of the Board of Governors. This change will allow the corporate
governance documents to become effective shortly before the NASD Board
meeting, rather than the day of the such meeting. The proposed
amendments are necessary to allow for the expedited and smooth
transition from the Association's current corporate structure to the
new corporate structure recently approved by the Commission.\5\
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\4\ See Letter from T. Grant Callery, Senior Vice President and
General Counsel, NASD to Katherine A. England, Assistant Director,
Division of Market Regulation, Securities and Exchange Commission,
dated November 12, 1997 (``November 12 Letter''). The November 12
Letter requested various effective dates for the corporate
governance amendments contained in Release No. 34-39326.
\5\ See Release No. 34-39326
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(2) Statutory Basis of Rule Change
The Association believes that the proposed rule change is
consistent with Section 15A(b)(4) of the Act \6\ in that it assures a
fair representation of its members in the selection of its directors
and administration of its affairs and provides that one or more
directors shall be representative of issuers and investors and not be
associated with a member of the Association, a broker, or a dealer.
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\6\ 15 U.S.C. 78o-3.
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Association does not believe that the proposed rule change will
result in any burden on competition that is not necessary or
appropriate in furtherance of the purposes of the Act, as amended.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing
for Commission Action
The foregoing rule change to amend the effective date of the
Association's corporate governance documents was effective upon filing
pursuant to section 19(b)(3)(A) (i) and (iii) of the Act and
subparagraph (e)(1) and (e)(3) of Rule 19b-4 thereunder in that it
constitutes a stated policy, practice, or interpretation with respect
to the meaning of an existing rule and is concerned solely with the
administration of the self-regulatory organization.
At any time within 60 days of the final amendment to a rule change
pursuant to Section 19(b)(3)(A) of the Act, the Commission may
summarily abrogate the rule change if it appears to the Commission that
such action is necessary or appropriate in the public interest, for the
protection of investors, or otherwise in furtherance of the purposes of
the Act. For the purposes of this rule filing, the abrogation period
commenced as of December 22, 1997, the date of filing of Amendment No.
2 hereto.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing. Persons making written submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for inspection and copying in the
Commission's Public Reference Room. Copies of such filing will also be
available for inspection and copying at the principal office of the
NASD. All submissions should refer to file number SR-NASD-97-90 and
should be submitted by January 23, 1998.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\7\
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\7\ 17 CFR 200.30-3(a)(12).
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Jonathan G. Katz,
Secretary.
[FR Doc. 97-34193 Filed 12-31-97; 8:45 am]
BILLING CODE 8010-01-M