80_FR_26205 80 FR 26118 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Amending Sections 312.03(b) and 312.04 of the NYSE Listed Company Manual To Exempt Early Stage Companies From Having To Obtain Shareholder Approval Before Issuing Shares for Cash to Related Parties, Affiliates of Related Parties or Entities in Which a Related Party has a Substantial Interest

80 FR 26118 - Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Amending Sections 312.03(b) and 312.04 of the NYSE Listed Company Manual To Exempt Early Stage Companies From Having To Obtain Shareholder Approval Before Issuing Shares for Cash to Related Parties, Affiliates of Related Parties or Entities in Which a Related Party has a Substantial Interest

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 87 (May 6, 2015)

Page Range26118-26121
FR Document2015-10503

Federal Register, Volume 80 Issue 87 (Wednesday, May 6, 2015)
[Federal Register Volume 80, Number 87 (Wednesday, May 6, 2015)]
[Notices]
[Pages 26118-26121]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-10503]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-74849; File No. SR-NYSE-2015-02]


Self-Regulatory Organizations; New York Stock Exchange LLC; 
Notice of Filing of Proposed Rule Change Amending Sections 312.03(b) 
and 312.04 of the NYSE Listed Company Manual To Exempt Early Stage 
Companies From Having To Obtain Shareholder Approval Before Issuing 
Shares for Cash to Related Parties, Affiliates of Related Parties or 
Entities in Which a Related Party has a Substantial Interest

April 30, 2015.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that, on April 16, 2015, New York Stock Exchange LLC (``NYSE'' or 
the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I, 
II, and III below, which Items have been prepared by the self-
regulatory organization. The

[[Page 26119]]

Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to amend Sections 312.03(b) and 312.04 of the 
NYSE Listed Company Manual (the ``Manual'') to exempt early stage 
companies from having to obtain shareholder approval before issuing 
shares to related parties, affiliates of related parties or entities in 
which a related party has a substantial interest. The text of the 
proposed rule change is available on the Exchange's Web site at 
www.nyse.com, at the principal office of the Exchange, and at the 
Commission's Public Reference Room.

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 self-regulatory organization 
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 those statements may be examined at 
the places specified in Item IV below. The Exchange has prepared 
summaries, set forth in sections A, B, and C below, of the most 
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Sections 312.03(b) and 312.04 of the 
Manual to exempt early stage companies from having to obtain 
shareholder approval before selling shares for cash to related parties, 
affiliates of related parties or entities in which a related party has 
a substantial interest.
    The Exchange recently eliminated its Assets and Equity Test initial 
listing standard and replaced it with a new initial listing standard 
that permits companies to list on the Exchange if they demonstrate a 
total global market capitalization of at least $200 million (the 
``Global Market Capitalization Test''). Among the stated reasons for 
adopting this rule change was to enable the Exchange to compete with 
the Nasdaq Global Market (``Nasdaq'') for the listing of early stage 
companies that do not yet meet the $75 million minimum assets and $50 
million minimum stockholders' equity requirements that were required to 
list under the Exchange's Assets and Equity Test that was formerly in 
place.
    In the Exchange's experience, many early stage companies do not yet 
generate revenues internally from sales. Instead, such companies are 
largely dependent on raising funds via financing transactions, such as 
an initial public offering (``IPO'') and subsequent sales of their 
equity securities, in order to continue operations or to finance their 
research or exploration activities. Early stage companies are hampered 
in their ability to access debt financing due to their lack of cash 
flows and tangible assets. It is also often difficult for them to 
access the public equity markets by means of firm commitment 
underwritten offerings, as many of them are ineligible for shelf 
registration. Consequently, these early stage companies frequently need 
to raise capital via private placement share issuances to their 
founders or other significant existing shareholders or their executive 
officers or directors. Under Section 312.03(b), any of these potential 
investors in private placements would generally be deemed to be a 
``related party'' (``Related Party'') of the listed company.\4\ 
Accordingly, if the private placement share issuance to any of these 
Related Parties exceeds either one percent of the number of shares of 
common stock or one percent of the voting power outstanding before the 
issuance, the company is required by Section 312.03(b) to obtain 
shareholder approval prior to the issuance.\5\
---------------------------------------------------------------------------

    \4\ For purposes of 312.03(b), a Related Party is defined as a 
director, officer or substantial security holder (i.e., a holder of 
5% or more of the common stock) of the company.
    \5\ Section 312.03 (b) requires shareholder approval of shares 
[sic] issuances exceeding 1% to:
    (1) A Related Party;
    (2) a subsidiary, affiliate or other closely-related person of a 
Related Party; or
    (3) any company or entity in which a Related Party has a 
substantial direct or indirect interest.
    However, if the Related Party involved in the transaction is 
classified as such solely because such person is a substantial 
security holder, and if the issuance relates to a sale of stock for 
cash at a price at least as great as each of the book and market 
value of the issuer's common stock, then shareholder approval will 
not be required unless the number of shares of common stock to be 
issued, or unless the number of shares of common stock into which 
the securities may be convertible or exercisable, exceeds either 5% 
of the number of shares of common stock or 5% of the voting power 
outstanding before the issuance.
---------------------------------------------------------------------------

    The process of obtaining shareholder approval is frequently 
expensive and time consuming for listed companies. It typically takes 
several months of advance preparation and requires companies to go 
through an SEC review process, mail proxy statements and hold a 
shareholder meeting. The delays inherent in obtaining shareholder 
approval can be especially troublesome for early stage companies that 
do not yet generate significant revenue from operations and may 
therefore need to raise capital quickly in order to fund their ongoing 
operations. Accordingly, the Exchange proposes to amend Sections 
312.03(b) and 312.04 to provide early stage companies with a limited 
exemption to the requirements of Section 312.02(b).
    The Exchange proposes to amend Section 312.04 to include a 
definition of an ``Early Stage Company.'' An Early Stage Company will 
be defined as a company that has not reported annual revenues greater 
than $20 million in any two consecutive fiscal years since its 
incorporation. Further, an Early Stage Company will lose that 
designation at any time after listing on the Exchange that it files an 
annual report with the Commission in which it reports two consecutive 
fiscal years in which it has revenues greater than $20 million in each 
year.\6\ The Exchange proposes to amend Section 312.03(b) to exempt 
Early Stage Companies from the requirement that they obtain shareholder 
approval prior to a sale of securities for cash to Related Parties, 
affiliates of Related Parties, or entities in which a Related Party has 
a substantial interest, provided that the Early Stage Company's audit 
committee or a comparable committee comprised solely of independent 
directors reviews and approves all such transactions prior to their 
completion. Any issuance of securities that is not a sale for cash, 
including any issuance in connection with the acquisition of stock or 
assets of another company, will remain subject to the shareholder 
approval provisions of Section 312.03(b). Additionally, as stated in 
Section 312.04(a), an exemption from one provision of Section 312.03 is 
not a general exemption from all of Section 312.03. Therefore, 
notwithstanding that a transaction by an Early Stage Company may have 
an exemption under Section 312.03(b), the shareholder approval 
requirements of Sections 312.03(c) (requiring shareholder approval of 
issuances relating to 20% or more of the company's stock) and 312.03(d) 
(requiring shareholder approval of any

[[Page 26120]]

issuance giving rise to a change of control) will still be 
applicable.\7\
---------------------------------------------------------------------------

    \6\ A company's annual financial statements prior to listing on 
the Exchange will also be considered when determining if it should 
lose its Early Stage Company designation. For example, if a company 
files an annual report with the Commission one year after listing on 
the Exchange and such annual report shows that the company has had 
revenues greater than $20 million in each of two consecutive years 
(even if one of those years was prior to listing on the Exchange), 
the company will lose its Early Stage Company designation at that 
time.
    \7\ The Exchange notes that the shareholder approval 
requirements of Nasdaq and the NYSE MKT do not restrict the amount 
of stock a company can sell for cash to a Related Party provided 
that the price per share is at least as great as each of the book 
and market value of the issuer's stock. Under the Exchange's 
proposal, however, an issuer will only be able to sell up to 19.9% 
of its outstanding stock to a Related Party for cash without first 
obtaining shareholder approval. For sales to a Related Party equal 
to or greater than 20% of the issuer's common stock, such issuer 
will be subject to the shareholder approval provisions of Section 
312.03(c).
---------------------------------------------------------------------------

    Further, the provisions of Section 312.03(c) apply to any 
transaction or series of transactions. In applying Section 312.03(c), 
the Exchange carefully reviews issuances to determine whether they are 
related and should be aggregated for purposes of the rule. The Exchange 
analyses [sic] the relationship between separate issuances with 
particular care if they occur within a short period of time, are made 
to the same or related parties, or if there is a common use of 
proceeds. The Exchange would engage in this analysis with respect to 
any series of sales made by an Early Stage Company to a Related Party. 
Should the Exchange determine that it is necessary to aggregate the 
series of sales and, as aggregated, the total number of shares sold 
exceeds 19.9% of the shares outstanding, shareholder approval would be 
required pursuant to Section 312.03(c).
    The Exchange believes that the proposed rule change will enable 
Early Stage Companies to raise capital in an efficient manner in order 
to fund their research or exploration activities or grow their business 
while still being sufficiently protective of shareholders. First, under 
the proposed rule change, a company will only be able to avail itself 
of the exemption if it has not reported revenues greater than $20 
million in any two consecutive fiscal years since its incorporation. 
After listing, once a company does report revenues greater than $20 
million in each of two consecutive fiscal years, it will lose its 
designation as an Early Stage Company and be subject to all shareholder 
approval requirements set forth in Section 312.03(b). Once the Early 
Stage Company designation is lost, it cannot be regained if the subject 
company later reports reduced revenues. The proposed rule change, 
therefore, is narrowly tailored and not designed to benefit companies 
whose revenues have diminished over time due to a decline in demand for 
their products. Further, the Exchange believes that the proposed rule 
change benefits shareholders of Early Stage Companies. Investors who 
choose to invest in Early Stage Companies are aware that the ability to 
raise additional capital in a flexible manner is crucial to the 
ultimate success of these companies. It is to the benefit of these 
investors, therefore, that Early Stage Companies have the ability to 
raise capital quickly and inexpensively. Without the exemption afforded 
by the proposed rule change, Early Stage Companies may not be able to 
raise capital or may do so on less advantageous terms to the detriment 
of their shareholders. Lastly, under the proposed rule, the sale of 
shares for cash by and [sic] Early Stage Company to a Related Party 
will only be exempt from the shareholder approval requirements of 
Section 312.03(b) to the extent such Early Stage Company's audit 
committee (or comparable committee comprised solely of independent 
directors) has reviewed and approved such transaction prior to its 
completion.
    The Exchange notes that many Early Stage Companies have 
historically listed on Nasdaq or NYSE MKT. Importantly, neither Nasdaq 
nor NYSE MKT has a rule comparable to Section 312.03(b) requiring that 
listed companies obtain shareholder approval prior to 1% (or in certain 
cases 5%) share issuances in cash sales to a Related Party.\8\ For the 
reasons enumerated above, the Exchange believes that Section 
312.03(b)'s current requirements are particularly onerous for Early 
Stage Companies and could therefore discourage their listing on the 
Exchange. Thus, the Exchange believes the proposed rule change is 
necessary to enable the Exchange to compete with Nasdaq for the listing 
of Early Stage Companies.
---------------------------------------------------------------------------

    \8\ Both Nasdaq and the NYSE MKT do, however, have a rule 
requiring shareholder approval prior to the issuance of shares as 
sole or partial consideration for an acquisition of the stock or 
assets of another company if a Related Party has a 5% or greater 
interest in the company or assets to be acquired and the shares to 
be issued as consideration would result in an increase in shares 
outstanding of 5% or more.
---------------------------------------------------------------------------

    The Exchange intends to allow any company falling within the 
proposed definition of an Early Stage Company (whether listed before or 
after the adoption of the Global Market Capitalization Test listing 
standard) to avail itself of the proposed exemption from Section 
312.03(b). The Exchange believes this is appropriate given that such 
companies are in a similar stage of development and face the same 
financing challenges as any companies that will benefit from the 
exemption if listed subsequent to its adoption. Further, based on the 
Exchange's review of companies listed on the Exchange, only a small 
number of current listed companies would qualify for the exemption. 
While exempting currently listed companies that qualify as Early Stage 
Companies from the provisions of Section 312.03(b) removes a protection 
currently afforded such companies' shareholders, the Exchange believes 
that this lessened protection is desirable because of the overall 
benefit of providing these companies with necessary flexibility in 
raising capital. First, the Exchange believes that shareholders were 
likely well aware of the ongoing capital needs of such companies at the 
time of their initial investment. Early Stage Companies typically make 
ample disclosure in both their offering documents and their periodic 
filings, including risk factor disclosure, of their significant capital 
requirements and the negative consequences of being unable to meet 
those requirements. Therefore, shareholders of currently listed 
companies able to avail themselves of the Early Stage Company exemption 
to Section 312.03(b) will benefit from such companies having less 
cumbersome access to capital in order to fund their business and 
operations. Second, although currently listed companies that fall 
within the definition of Early Stage Company will be exempt from the 
shareholder approval requirements of Section 312.03(b), any transaction 
that would have required shareholder approval under such provision will 
still require the review and approval of such Early Stage Company's 
audit committee or comparable committee comprised of independent 
directors, thus offering an additional protection to shareholders. 
Lastly, the ability of an Early Stage Company to raise money via a sale 
of shares to a Related Party as opposed to via a public offering is 
likely to be more cost efficient as such company will not incur 
underwriting and other standard offering expenses that are incurred in 
the standard public offering. The greater speed with which a private 
sale can be executed also protects shareholders from the market risk 
associated with a possible share price decline during a public offering 
process.
    The Exchange also proposes to delete obsolete text from Section 
312.03 related to a limited transition period that is no longer 
relevant.
 2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) \9\ of the Act, in general, and furthers the 
objectives of Section 6(b)(5)

[[Page 26121]]

of the Act,\10\ in particular in that it is designed to promote just 
and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in regulating, clearing, settling, 
processing information with respect to, and facilitating transactions 
in securities, 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 Exchange believes that 
the proposed amendment is consistent with the investor protection 
objectives of Section 6(b)(5) because it creates a very limited 
exemption to the NYSE's shareholder approval requirements that would be 
applicable only to share issuances by a narrowly-defined category of 
Early Stage Companies. The Exchange believes this amendment is 
consistent with the protection of investors because: (i) Investors 
investing in Early Stage Companies do so in the knowledge that those 
companies do not currently generate revenue and that their ability to 
continue to execute their business strategy is significantly dependent 
on their ability to raise additional capital quickly and cheaply; and 
(ii) issuances that would be exempt from shareholder approval under the 
proposed amendment would need to be approved by an Early Stage 
Company's audit committee or comparable committee comprised of 
independent directors, mitigating the risk of any inappropriate 
conflict of interest in the transaction.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78f(b).
    \10\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

 B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purpose of the Act. The proposed rule change 
provides a limited exemption to the shareholder approval requirements 
of Section 312.03(b) for Early Stage Companies. These companies 
frequently must conduct time-sensitive capital raises in order to 
continue their research or exploration activities and fund their 
operations. Currently, any such company listed on the Exchange may be 
required to engage in a costly and time consuming process of obtaining 
shareholder approval for certain share issuances to a related party. If 
the same company was listed on Nasdaq or NYSE MKT, however, it would 
not be required to engage in this process as neither marketplace has a 
comparable rule to Section 312.03(b). As such, the limited exemption 
proposed herein would more closely align the Exchange, Nasdaq and NYSE 
MKT's rule in this regard and enable the Exchange to more effectively 
compete for the listing of Early Stage Companies.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 45 days of the date of publication of this notice in the 
Federal Register or up to 90 days (i) as the Commission may designate 
if it finds such longer period to be appropriate and publishes its 
reasons for so finding or (ii) as to which the self-regulatory 
organization consents, the Commission will:
    (A) by order approve or disapprove the proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-NYSE-2015-02 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-NYSE-2015-02. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). 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 Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549, on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the Exchange. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-NYSE-2015-02 and should be 
submitted on or before May 27, 2015.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
---------------------------------------------------------------------------

    \11\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Brent J. Fields,
Secretary.
[FR Doc. 2015-10503 Filed 5-5-15; 8:45 am]
BILLING CODE 8011-01-P



                                              26118                         Federal Register / Vol. 80, No. 87 / Wednesday, May 6, 2015 / Notices

                                                 (d) Each Affiliated Fund and each                    and subject to the other conditions set               banks having the qualifications
                                              Regulated Fund will bear its own                        forth in this application.                            prescribed in Section 26(a)(1) of the Act,
                                              expenses in connection with any such                      9. The Non-Interested Directors of                  and the account will earn a competitive
                                              disposition.                                            each Regulated Fund will be provided                  rate of interest that will also be divided
                                                 8.(a) If any Affiliated Fund or any                  quarterly for review all information                  pro rata among the participating
                                              Regulated Fund desires to make a                        concerning Potential Co-Investment                    Regulated Funds and Affiliated Funds
                                              Follow-On Investment in a portfolio                     Transactions and Co-Investment                        based on the amounts they invest in
                                              company whose securities were                           Transactions, including investments                   such Co-Investment Transaction. None
                                              acquired in a Co-Investment                             made by other Regulated Funds or                      of the Affiliated Funds, the Advisers,
                                              Transaction, the applicable Advisers                    Affiliated Funds that the Regulated                   the other Regulated Funds or any
                                              will:                                                   Fund considered but declined to                       affiliated person of the Regulated Funds
                                                 (i) notify each Regulated Fund that                  participate in, so that the Non-Interested            or Affiliated Funds will receive
                                              participated in the Co-Investment                       Directors may determine whether all                   additional compensation or
                                              Transaction of the proposed transaction                 investments made during the preceding                 remuneration of any kind as a result of
                                              at the earliest practical time; and                     quarter, including those investments                  or in connection with a Co-Investment
                                                 (ii) formulate a recommendation as to                that the Regulated Fund considered but                Transaction (other than (a) in the case
                                              the proposed participation, including                   declined to participate in, comply with               of the Regulated Funds and the
                                              the amount of the proposed Follow-On                    the conditions of the Order. In addition,             Affiliated Funds, the pro rata
                                              Investment, by each Regulated Fund.                     the Non-Interested Directors will                     transaction fees described above and
                                                 (b) A Regulated Fund may participate                 consider at least annually the continued              fees or other compensation described in
                                              in such Follow-On Investment without                    appropriateness for the Regulated Fund                condition 2(c)(iii)(C); and (b) in the case
                                              obtaining prior approval of the Required                of participating in new and existing Co-              of an Adviser, investment advisory fees
                                              Majority if: (i) The proposed                           Investment Transactions.                              paid in accordance with the agreement
                                              participation of each Regulated Fund                      10. Each Regulated Fund will                        between the Adviser and the Regulated
                                              and each Affiliated Fund in such                        maintain the records required by                      Fund or Affiliated Fund.
                                              investment is proportionate to its                      Section 57(f)(3) of the Act as if each of               For the Commission, by the Division of
                                              outstanding investments in the issuer                   the Regulated Funds were a BDC and                    Investment Management, under delegated
                                              immediately preceding the Follow-On                     each of the investments permitted under               authority.
                                              Investment; and (ii) the Board of the                   these conditions were approved by the                 Brent J. Fields,
                                              Regulated Fund has approved as being                    Required Majority under Section 57(f) of              Secretary.
                                              in the best interests of the Regulated                  the Act.
                                                                                                                                                            [FR Doc. 2015–10585 Filed 5–5–15; 8:45 am]
                                              Fund the ability to participate in                        11. No Non-Interested Director of a
                                                                                                                                                            BILLING CODE 8011–01–P
                                              Follow-On Investments on a pro rata                     Regulated Fund will also be a director,
                                              basis (as described in greater detail in                general partner, managing member or
                                              the application). In all other cases, the               principal, or otherwise an ‘‘affiliated
                                                                                                                                                            SECURITIES AND EXCHANGE
                                              Adviser will provide its written                        person’’ (as defined in the Act) of an
                                                                                                                                                            COMMISSION
                                              recommendation as to the Regulated                      Affiliated Fund.
                                              Fund’s participation to the Eligible                      12. The expenses, if any, associated                [Release No. 34–74849; File No. SR–NYSE–
                                              Directors, and the Regulated Fund will                  with acquiring, holding or disposing of               2015–02]
                                              participate in such Follow-On                           any securities acquired in a Co-
                                                                                                      Investment Transaction (including,                    Self-Regulatory Organizations; New
                                              Investment solely to the extent that a
                                                                                                      without limitation, the expenses of the               York Stock Exchange LLC; Notice of
                                              Required Majority determines that it is
                                                                                                      distribution of any such securities                   Filing of Proposed Rule Change
                                              in the Regulated Fund’s best interests.
                                                 (c) If, with respect to any Follow-On                registered for sale under the Securities              Amending Sections 312.03(b) and
                                              Investment:                                             Act) will, to the extent not payable by               312.04 of the NYSE Listed Company
                                                 (i) the amount of the opportunity is                 the Advisers under their respective                   Manual To Exempt Early Stage
                                              not based on the Regulated Funds’ and                   investment advisory agreements with                   Companies From Having To Obtain
                                              the Affiliated Funds’ outstanding                       Affiliated Funds and the Regulated                    Shareholder Approval Before Issuing
                                              investments immediately preceding the                   Funds, be shared by the Regulated                     Shares for Cash to Related Parties,
                                              Follow-On Investment; and                               Funds and the Affiliated Funds in                     Affiliates of Related Parties or Entities
                                                 (ii) the aggregate amount                            proportion to the relative amounts of the             in Which a Related Party has a
                                              recommended by the applicable Adviser                   securities held or to be acquired or                  Substantial Interest
                                              to be invested by the applicable                        disposed of, as the case may be.                      April 30, 2015.
                                              Regulated Fund in the Follow-On                           13. Any transaction fee (including                     Pursuant to Section 19(b)(1) 1 of the
                                              Investment, together with the amount                    break-up or commitment fees but                       Securities Exchange Act of 1934 (the
                                              proposed to be invested by the other                    excluding broker’s fees contemplated                  ‘‘Act’’) 2 and Rule 19b–4 thereunder,3
                                              participating Regulated Funds and                       Section 17(e) or 57(k) of the Act, as                 notice is hereby given that, on April 16,
                                              Affiliated Funds, collectively, in the                  applicable), received in connection with              2015, New York Stock Exchange LLC
                                              same transaction, exceeds the amount of                 a Co-Investment Transaction will be                   (‘‘NYSE’’ or the ‘‘Exchange’’) filed with
                                              the investment opportunity; then the                    distributed to the participating                      the Securities and Exchange
                                              investment opportunity will be                          Regulated Funds and Affiliated Funds                  Commission (the ‘‘Commission’’) the
                                              allocated among them pro rata based on                  on a pro rata basis based on the amounts              proposed rule change as described in
tkelley on DSK3SPTVN1PROD with NOTICES




                                              each participant’s Available Capital, up                they invested or committed, as the case               Items I, II, and III below, which Items
                                              to the maximum amount proposed to be                    may be, in such Co-Investment                         have been prepared by the self-
                                              invested by each.                                       Transaction. If any transaction fee is to             regulatory organization. The
                                                 (d) The acquisition of Follow-On                     be held by an Adviser pending
                                              Investments as permitted by this                        consummation of the transaction, the                    1 15 U.S.C. 78s(b)(1).
                                              condition will be considered a Co-                      fee will be deposited into an account                   2 15 U.S.C. 78a.
                                              Investment Transaction for all purposes                 maintained by such Adviser at a bank or                 3 17 CFR 240.19b–4.




                                         VerDate Sep<11>2014   18:43 May 05, 2015   Jkt 235001   PO 00000   Frm 00124   Fmt 4703   Sfmt 4703   E:\FR\FM\06MYN1.SGM   06MYN1


                                                                            Federal Register / Vol. 80, No. 87 / Wednesday, May 6, 2015 / Notices                                                            26119

                                              Commission is publishing this notice to                 requirements that were required to list                   inherent in obtaining shareholder
                                              solicit comments on the proposed rule                   under the Exchange’s Assets and Equity                    approval can be especially troublesome
                                              change from interested persons.                         Test that was formerly in place.                          for early stage companies that do not yet
                                                                                                         In the Exchange’s experience, many                     generate significant revenue from
                                              I. Self-Regulatory Organization’s                       early stage companies do not yet                          operations and may therefore need to
                                              Statement of the Terms of Substance of                  generate revenues internally from sales.                  raise capital quickly in order to fund
                                              the Proposed Rule Change                                Instead, such companies are largely                       their ongoing operations. Accordingly,
                                                The Exchange proposes to amend                        dependent on raising funds via                            the Exchange proposes to amend
                                              Sections 312.03(b) and 312.04 of the                    financing transactions, such as an initial                Sections 312.03(b) and 312.04 to
                                              NYSE Listed Company Manual (the                         public offering (‘‘IPO’’) and subsequent                  provide early stage companies with a
                                              ‘‘Manual’’) to exempt early stage                       sales of their equity securities, in order                limited exemption to the requirements
                                              companies from having to obtain                         to continue operations or to finance                      of Section 312.02(b).
                                              shareholder approval before issuing                     their research or exploration activities.                    The Exchange proposes to amend
                                              shares to related parties, affiliates of                Early stage companies are hampered in                     Section 312.04 to include a definition of
                                              related parties or entities in which a                  their ability to access debt financing due                an ‘‘Early Stage Company.’’ An Early
                                              related party has a substantial interest.               to their lack of cash flows and tangible                  Stage Company will be defined as a
                                              The text of the proposed rule change is                 assets. It is also often difficult for them               company that has not reported annual
                                              available on the Exchange’s Web site at                 to access the public equity markets by                    revenues greater than $20 million in any
                                              www.nyse.com, at the principal office of                means of firm commitment                                  two consecutive fiscal years since its
                                              the Exchange, and at the Commission’s                   underwritten offerings, as many of them                   incorporation. Further, an Early Stage
                                              Public Reference Room.                                  are ineligible for shelf registration.                    Company will lose that designation at
                                                                                                      Consequently, these early stage                           any time after listing on the Exchange
                                              II. Self-Regulatory Organization’s                      companies frequently need to raise                        that it files an annual report with the
                                              Statement of the Purpose of, and                        capital via private placement share                       Commission in which it reports two
                                              Statutory Basis for, the Proposed Rule                  issuances to their founders or other                      consecutive fiscal years in which it has
                                              Change                                                  significant existing shareholders or their                revenues greater than $20 million in
                                                In its filing with the Commission, the                executive officers or directors. Under                    each year.6 The Exchange proposes to
                                              self-regulatory organization included                   Section 312.03(b), any of these potential                 amend Section 312.03(b) to exempt
                                              statements concerning the purpose of,                   investors in private placements would                     Early Stage Companies from the
                                              and basis for, the proposed rule change                 generally be deemed to be a ‘‘related                     requirement that they obtain
                                              and discussed any comments it received                  party’’ (‘‘Related Party’’) of the listed                 shareholder approval prior to a sale of
                                              on the proposed rule change. The text                   company.4 Accordingly, if the private                     securities for cash to Related Parties,
                                              of those statements may be examined at                  placement share issuance to any of these                  affiliates of Related Parties, or entities in
                                              the places specified in Item IV below.                  Related Parties exceeds either one                        which a Related Party has a substantial
                                              The Exchange has prepared summaries,                    percent of the number of shares of                        interest, provided that the Early Stage
                                              set forth in sections A, B, and C below,                common stock or one percent of the                        Company’s audit committee or a
                                              of the most significant parts of such                   voting power outstanding before the                       comparable committee comprised solely
                                              statements.                                             issuance, the company is required by                      of independent directors reviews and
                                                                                                      Section 312.03(b) to obtain shareholder                   approves all such transactions prior to
                                              A. Self-Regulatory Organization’s                       approval prior to the issuance.5                          their completion. Any issuance of
                                              Statement of the Purpose of, and                           The process of obtaining shareholder                   securities that is not a sale for cash,
                                              Statutory Basis for, the Proposed Rule                  approval is frequently expensive and                      including any issuance in connection
                                              Change                                                  time consuming for listed companies. It                   with the acquisition of stock or assets of
                                              1. Purpose                                              typically takes several months of                         another company, will remain subject to
                                                                                                      advance preparation and requires                          the shareholder approval provisions of
                                                 The Exchange proposes to amend                       companies to go through an SEC review                     Section 312.03(b). Additionally, as
                                              Sections 312.03(b) and 312.04 of the                    process, mail proxy statements and hold                   stated in Section 312.04(a), an
                                              Manual to exempt early stage companies                  a shareholder meeting. The delays                         exemption from one provision of
                                              from having to obtain shareholder                                                                                 Section 312.03 is not a general
                                              approval before selling shares for cash                    4 For purposes of 312.03(b), a Related Party is
                                                                                                                                                                exemption from all of Section 312.03.
                                              to related parties, affiliates of related               defined as a director, officer or substantial security    Therefore, notwithstanding that a
                                              parties or entities in which a related                  holder (i.e., a holder of 5% or more of the common
                                                                                                      stock) of the company.                                    transaction by an Early Stage Company
                                              party has a substantial interest.                          5 Section 312.03 (b) requires shareholder approval     may have an exemption under Section
                                                 The Exchange recently eliminated its                 of shares [sic] issuances exceeding 1% to:                312.03(b), the shareholder approval
                                              Assets and Equity Test initial listing                     (1) A Related Party;                                   requirements of Sections 312.03(c)
                                              standard and replaced it with a new                        (2) a subsidiary, affiliate or other closely-related   (requiring shareholder approval of
                                              initial listing standard that permits                   person of a Related Party; or
                                                                                                                                                                issuances relating to 20% or more of the
                                              companies to list on the Exchange if                       (3) any company or entity in which a Related
                                                                                                      Party has a substantial direct or indirect interest.      company’s stock) and 312.03(d)
                                              they demonstrate a total global market                     However, if the Related Party involved in the          (requiring shareholder approval of any
                                              capitalization of at least $200 million                 transaction is classified as such solely because such
                                              (the ‘‘Global Market Capitalization                     person is a substantial security holder, and if the          6 A company’s annual financial statements prior

                                              Test’’). Among the stated reasons for                   issuance relates to a sale of stock for cash at a price   to listing on the Exchange will also be considered
                                                                                                      at least as great as each of the book and market          when determining if it should lose its Early Stage
tkelley on DSK3SPTVN1PROD with NOTICES




                                              adopting this rule change was to enable                 value of the issuer’s common stock, then                  Company designation. For example, if a company
                                              the Exchange to compete with the                        shareholder approval will not be required unless          files an annual report with the Commission one
                                              Nasdaq Global Market (‘‘Nasdaq’’) for                   the number of shares of common stock to be issued,        year after listing on the Exchange and such annual
                                              the listing of early stage companies that               or unless the number of shares of common stock            report shows that the company has had revenues
                                                                                                      into which the securities may be convertible or           greater than $20 million in each of two consecutive
                                              do not yet meet the $75 million                         exercisable, exceeds either 5% of the number of           years (even if one of those years was prior to listing
                                              minimum assets and $50 million                          shares of common stock or 5% of the voting power          on the Exchange), the company will lose its Early
                                              minimum stockholders’ equity                            outstanding before the issuance.                          Stage Company designation at that time.



                                         VerDate Sep<11>2014   18:43 May 05, 2015   Jkt 235001   PO 00000   Frm 00125   Fmt 4703   Sfmt 4703   E:\FR\FM\06MYN1.SGM       06MYN1


                                              26120                           Federal Register / Vol. 80, No. 87 / Wednesday, May 6, 2015 / Notices

                                              issuance giving rise to a change of                       choose to invest in Early Stage                       only a small number of current listed
                                              control) will still be applicable.7                       Companies are aware that the ability to               companies would qualify for the
                                                 Further, the provisions of Section                     raise additional capital in a flexible                exemption. While exempting currently
                                              312.03(c) apply to any transaction or                     manner is crucial to the ultimate                     listed companies that qualify as Early
                                              series of transactions. In applying                       success of these companies. It is to the              Stage Companies from the provisions of
                                              Section 312.03(c), the Exchange                           benefit of these investors, therefore, that           Section 312.03(b) removes a protection
                                              carefully reviews issuances to determine                  Early Stage Companies have the ability                currently afforded such companies’
                                              whether they are related and should be                    to raise capital quickly and                          shareholders, the Exchange believes that
                                              aggregated for purposes of the rule. The                  inexpensively. Without the exemption                  this lessened protection is desirable
                                              Exchange analyses [sic] the relationship                  afforded by the proposed rule change,                 because of the overall benefit of
                                              between separate issuances with                           Early Stage Companies may not be able                 providing these companies with
                                              particular care if they occur within a                    to raise capital or may do so on less                 necessary flexibility in raising capital.
                                              short period of time, are made to the                     advantageous terms to the detriment of                First, the Exchange believes that
                                              same or related parties, or if there is a                 their shareholders. Lastly, under the                 shareholders were likely well aware of
                                              common use of proceeds. The Exchange                      proposed rule, the sale of shares for cash            the ongoing capital needs of such
                                              would engage in this analysis with                        by and [sic] Early Stage Company to a                 companies at the time of their initial
                                              respect to any series of sales made by an                 Related Party will only be exempt from                investment. Early Stage Companies
                                              Early Stage Company to a Related Party.                   the shareholder approval requirements                 typically make ample disclosure in both
                                              Should the Exchange determine that it                     of Section 312.03(b) to the extent such               their offering documents and their
                                              is necessary to aggregate the series of                   Early Stage Company’s audit committee                 periodic filings, including risk factor
                                              sales and, as aggregated, the total                       (or comparable committee comprised                    disclosure, of their significant capital
                                              number of shares sold exceeds 19.9% of                    solely of independent directors) has                  requirements and the negative
                                              the shares outstanding, shareholder                       reviewed and approved such transaction                consequences of being unable to meet
                                              approval would be required pursuant to                    prior to its completion.                              those requirements. Therefore,
                                              Section 312.03(c).                                           The Exchange notes that many Early                 shareholders of currently listed
                                                 The Exchange believes that the                         Stage Companies have historically listed              companies able to avail themselves of
                                              proposed rule change will enable Early                    on Nasdaq or NYSE MKT. Importantly,                   the Early Stage Company exemption to
                                              Stage Companies to raise capital in an                    neither Nasdaq nor NYSE MKT has a                     Section 312.03(b) will benefit from such
                                              efficient manner in order to fund their                   rule comparable to Section 312.03(b)                  companies having less cumbersome
                                              research or exploration activities or                     requiring that listed companies obtain                access to capital in order to fund their
                                              grow their business while still being                     shareholder approval prior to 1% (or in               business and operations. Second,
                                              sufficiently protective of shareholders.                  certain cases 5%) share issuances in                  although currently listed companies that
                                              First, under the proposed rule change, a                  cash sales to a Related Party.8 For the               fall within the definition of Early Stage
                                              company will only be able to avail itself                 reasons enumerated above, the                         Company will be exempt from the
                                              of the exemption if it has not reported                   Exchange believes that Section                        shareholder approval requirements of
                                              revenues greater than $20 million in any                  312.03(b)’s current requirements are                  Section 312.03(b), any transaction that
                                              two consecutive fiscal years since its                    particularly onerous for Early Stage                  would have required shareholder
                                              incorporation. After listing, once a                      Companies and could therefore                         approval under such provision will still
                                              company does report revenues greater                      discourage their listing on the Exchange.             require the review and approval of such
                                              than $20 million in each of two                           Thus, the Exchange believes the                       Early Stage Company’s audit committee
                                              consecutive fiscal years, it will lose its                proposed rule change is necessary to                  or comparable committee comprised of
                                              designation as an Early Stage Company                     enable the Exchange to compete with                   independent directors, thus offering an
                                              and be subject to all shareholder                         Nasdaq for the listing of Early Stage                 additional protection to shareholders.
                                              approval requirements set forth in                        Companies.                                            Lastly, the ability of an Early Stage
                                              Section 312.03(b). Once the Early Stage                      The Exchange intends to allow any                  Company to raise money via a sale of
                                              Company designation is lost, it cannot                    company falling within the proposed                   shares to a Related Party as opposed to
                                              be regained if the subject company later                  definition of an Early Stage Company                  via a public offering is likely to be more
                                              reports reduced revenues. The proposed                    (whether listed before or after the                   cost efficient as such company will not
                                              rule change, therefore, is narrowly                       adoption of the Global Market                         incur underwriting and other standard
                                              tailored and not designed to benefit                      Capitalization Test listing standard) to              offering expenses that are incurred in
                                              companies whose revenues have                             avail itself of the proposed exemption                the standard public offering. The greater
                                              diminished over time due to a decline                     from Section 312.03(b). The Exchange                  speed with which a private sale can be
                                              in demand for their products. Further,                    believes this is appropriate given that               executed also protects shareholders
                                              the Exchange believes that the proposed                   such companies are in a similar stage of              from the market risk associated with a
                                              rule change benefits shareholders of                      development and face the same                         possible share price decline during a
                                              Early Stage Companies. Investors who                      financing challenges as any companies                 public offering process.
                                                                                                        that will benefit from the exemption if                  The Exchange also proposes to delete
                                                 7 The Exchange notes that the shareholder
                                                                                                        listed subsequent to its adoption.                    obsolete text from Section 312.03
                                              approval requirements of Nasdaq and the NYSE              Further, based on the Exchange’s review
                                              MKT do not restrict the amount of stock a company                                                               related to a limited transition period
                                              can sell for cash to a Related Party provided that        of companies listed on the Exchange,                  that is no longer relevant.
                                              the price per share is at least as great as each of the
                                              book and market value of the issuer’s stock. Under          8 Both Nasdaq and the NYSE MKT do, however,         2. Statutory Basis
tkelley on DSK3SPTVN1PROD with NOTICES




                                              the Exchange’s proposal, however, an issuer will          have a rule requiring shareholder approval prior to
                                              only be able to sell up to 19.9% of its outstanding       the issuance of shares as sole or partial               The Exchange believes that the
                                              stock to a Related Party for cash without first           consideration for an acquisition of the stock or      proposed rule change is consistent with
                                              obtaining shareholder approval. For sales to a            assets of another company if a Related Party has a    Section 6(b) 9 of the Act, in general, and
                                              Related Party equal to or greater than 20% of the         5% or greater interest in the company or assets to    furthers the objectives of Section 6(b)(5)
                                              issuer’s common stock, such issuer will be subject        be acquired and the shares to be issued as
                                              to the shareholder approval provisions of Section         consideration would result in an increase in shares
                                              312.03(c).                                                outstanding of 5% or more.                             9 15   U.S.C. 78f(b).



                                         VerDate Sep<11>2014    18:43 May 05, 2015   Jkt 235001   PO 00000   Frm 00126   Fmt 4703   Sfmt 4703   E:\FR\FM\06MYN1.SGM     06MYN1


                                                                               Federal Register / Vol. 80, No. 87 / Wednesday, May 6, 2015 / Notices                                                   26121

                                              of the Act,10 in particular in that it is                  Exchange, Nasdaq and NYSE MKT’s                       proposed rule change between the
                                              designed to promote just and equitable                     rule in this regard and enable the                    Commission and any person, other than
                                              principles of trade, to foster cooperation                 Exchange to more effectively compete                  those that may be withheld from the
                                              and coordination with persons engaged                      for the listing of Early Stage Companies.             public in accordance with the
                                              in regulating, clearing, settling,                                                                               provisions of 5 U.S.C. 552, will be
                                                                                                         C. Self-Regulatory Organization’s                     available for Web site viewing and
                                              processing information with respect to,
                                              and facilitating transactions in                           Statement on Comments on the                          printing in the Commission’s Public
                                              securities, to remove impediments to                       Proposed Rule Change Received From                    Reference Room, 100 F Street NE.,
                                              and perfect the mechanism of a free and                    Members, Participants, or Others                      Washington, DC 20549, on official
                                              open market and a national market                            No written comments were solicited                  business days between the hours of
                                              system, and, in general, to protect                        or received with respect to the proposed              10:00 a.m. and 3:00 p.m. Copies of the
                                              investors and the public interest. The                     rule change.                                          filing also will be available for
                                              Exchange believes that the proposed                                                                              inspection and copying at the principal
                                                                                                         III. Date of Effectiveness of the
                                              amendment is consistent with the                                                                                 office of the Exchange. All comments
                                                                                                         Proposed Rule Change and Timing for
                                              investor protection objectives of Section                                                                        received will be posted without change;
                                                                                                         Commission Action
                                              6(b)(5) because it creates a very limited                                                                        the Commission does not edit personal
                                              exemption to the NYSE’s shareholder                           Within 45 days of the date of                      identifying information from
                                              approval requirements that would be                        publication of this notice in the Federal             submissions. You should submit only
                                              applicable only to share issuances by a                    Register or up to 90 days (i) as the                  information that you wish to make
                                              narrowly-defined category of Early Stage                   Commission may designate if it finds                  available publicly. All submissions
                                              Companies. The Exchange believes this                      such longer period to be appropriate                  should refer to File Number SR–NYSE–
                                              amendment is consistent with the                           and publishes its reasons for so finding              2015–02 and should be submitted on or
                                              protection of investors because: (i)                       or (ii) as to which the self-regulatory               before May 27, 2015.
                                              Investors investing in Early Stage                         organization consents, the Commission                   For the Commission, by the Division of
                                              Companies do so in the knowledge that                      will:                                                 Trading and Markets, pursuant to delegated
                                              those companies do not currently                              (A) by order approve or disapprove                 authority.11
                                              generate revenue and that their ability to                 the proposed rule change, or                          Brent J. Fields,
                                              continue to execute their business                            (B) institute proceedings to determine             Secretary.
                                              strategy is significantly dependent on                     whether the proposed rule change
                                                                                                                                                               [FR Doc. 2015–10503 Filed 5–5–15; 8:45 am]
                                              their ability to raise additional capital                  should be disapproved.
                                                                                                                                                               BILLING CODE 8011–01–P
                                              quickly and cheaply; and (ii) issuances                    IV. Solicitation of Comments
                                              that would be exempt from shareholder
                                              approval under the proposed                                  Interested persons are invited to
                                                                                                         submit written data, views, and                       SECURITIES AND EXCHANGE
                                              amendment would need to be approved                                                                              COMMISSION
                                              by an Early Stage Company’s audit                          arguments concerning the foregoing,
                                              committee or comparable committee                          including whether the proposed rule                   [Investment Company Act Release No.
                                              comprised of independent directors,                        change is consistent with the Act.                    31587; 812–14170]
                                              mitigating the risk of any inappropriate                   Comments may be submitted by any of
                                                                                                         the following methods:                                Starboard Investment Trust and
                                              conflict of interest in the transaction.                                                                         Foliometrix, LLC; Notice of Application
                                              B. Self-Regulatory Organization’s                          Electronic Comments
                                                                                                                                                               April 30, 2015.
                                              Statement on Burden on Competition                           • Use the Commission’s Internet                     AGENCY:  Securities and Exchange
                                                The Exchange does not believe that                       comment form (http://www.sec.gov/                     Commission (‘‘Commission’’).
                                              the proposed rule change will impose                       rules/sro.shtml); or
                                                                                                                                                               ACTION: Notice of an application under
                                              any burden on competition that is not                        • Send an email to rule-comments@
                                                                                                         sec.gov. Please include File Number SR–               section 6(c) of the Investment Company
                                              necessary or appropriate in furtherance                                                                          Act of 1940 (‘‘Act’’) for an exemption
                                              of the purpose of the Act. The proposed                    NYSE–2015–02 on the subject line.
                                                                                                                                                               from section 15(a) of the Act and rule
                                              rule change provides a limited                             Paper Comments                                        18f–2 under the Act, as well as from
                                              exemption to the shareholder approval                                                                            certain disclosure requirements.
                                              requirements of Section 312.03(b) for                        • Send paper comments in triplicate
                                              Early Stage Companies. These                               to Brent J. Fields, Secretary, Securities             SUMMARY:   Applicants request an order
                                              companies frequently must conduct                          and Exchange Commission, 100 F Street                 that would permit them to enter into
                                              time-sensitive capital raises in order to                  NE., Washington, DC 20549–1090.                       and materially amend sub-advisory
                                              continue their research or exploration                     All submissions should refer to File                  agreements (each, a ‘‘Sub-Advisory
                                              activities and fund their operations.                      Number SR–NYSE–2015–02. This file                     Agreement’’ and collectively, the ‘‘Sub-
                                              Currently, any such company listed on                      number should be included on the                      Advisory Agreements’’) without
                                              the Exchange may be required to engage                     subject line if email is used. To help the            shareholder approval and that would
                                              in a costly and time consuming process                     Commission process and review your                    grant relief from certain disclosure
                                              of obtaining shareholder approval for                      comments more efficiently, please use                 requirements.
                                              certain share issuances to a related                       only one method. The Commission will                    Applicants: Starboard Investment
                                              party. If the same company was listed                      post all comments on the Commission’s                 Trust (the ‘‘Trust’’) and Foliometrix,
                                              on Nasdaq or NYSE MKT, however, it                         Internet Web site (http://www.sec.gov/                LLC (the ‘‘Adviser’’).
tkelley on DSK3SPTVN1PROD with NOTICES




                                              would not be required to engage in this                    rules/sro.shtml). Copies of the                       DATES: Filing Dates: The application
                                              process as neither marketplace has a                       submission, all subsequent                            was filed June 21, 2013, and amended
                                              comparable rule to Section 312.03(b). As                   amendments, all written statements                    on February 27, 2014, July 3, 2014,
                                              such, the limited exemption proposed                       with respect to the proposed rule                     November 26, 2014, and March 11,
                                              herein would more closely align the                        change that are filed with the                        2015.
                                                                                                         Commission, and all written
                                                10 15   U.S.C. 78f(b)(5).                                communications relating to the                          11 17   CFR 200.30–3(a)(12).



                                         VerDate Sep<11>2014      18:43 May 05, 2015   Jkt 235001   PO 00000   Frm 00127   Fmt 4703   Sfmt 4703   E:\FR\FM\06MYN1.SGM     06MYN1



Document Created: 2015-12-16 07:40:53
Document Modified: 2015-12-16 07:40:53
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
FR Citation80 FR 26118 

2025 Federal Register | Disclaimer | Privacy Policy
USC | CFR | eCFR