81 FR 44372 - Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of Partial Amendment No. 2 to Proposed Rule Change To Adopt FINRA Capital Acquisition Broker Rules
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 81, Issue 130 (July 7, 2016)
Federal Register Volume 81, Issue 130 (July 7, 2016)
| Page Range | 44372-44373 | |
| FR Document | 2016-16110 |
[Federal Register Volume 81, Number 130 (Thursday, July 7, 2016)] [Notices] [Pages 44372-44373] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-16110] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-78220; File No. SR-FINRA-2015-054] Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of Partial Amendment No. 2 to Proposed Rule Change To Adopt FINRA Capital Acquisition Broker Rules July 1, 2016. I. Introduction On December 4, 2015, Financial Industry Regulatory Authority, Inc. (``FINRA'') filed with the Securities and Exchange Commission (the ``SEC'' or ``Commission'') proposed rule change SR-FINRA-2015-054, pursuant to which FINRA proposed to adopt a rule set that would apply exclusively to firms that meet the definition of ``capital acquisition broker'' (``CAB'') and that elect to be governed under this rule set (collectively, the ``CAB Rules''). The Commission published the proposed rule change for public comment in the Federal Register on December 23, 2015.\1\ The Commission received 17 comments in response to the proposed rule change.\2\ On March 23, 2016, the Commission published in the Federal Register an order to solicit comments on the proposed rule change and to institute proceedings pursuant to Section 19(b)(2)(B) of the Securities Exchange Act of 1934 (the ``Exchange Act'') \3\ to determine whether to approve or disapprove the proposed rule change.\4\ The Commission received one comment in response to the Order Instituting Proceedings.\5\ --------------------------------------------------------------------------- \1\ Securities Exchange Act Release No. 76675 (December 17, 2015), 80 FR 79969 (December 23, 2015) (Notice of Filing File No. SR-FINRA-2015-054). \2\ Letters from Roger W. Mehle, Chairman and CEO, Archates Capital Advisors LLC, dated December 29, 2015; Daniel H. Kolber, President/CEO, Intellivest Securities, Inc., dated December 30, 2016; Arne Rovell, Coronado Investments, LLC, dated January 6, 2016; Donna DiMaria, Chairman of the Board of Directors, and Lisa Roth, Board of Directors, Third Party Marketers Association, dated January 12, 2016; Frank P. L. Minard, Managing Partner, XT Capital Partners, LLC, dated January 12, 2016; Timothy Cahill, President, Compass Securities Corporation, dated January 13, 2016; Mark Fairbanks, President, Foreside Distributors, dated January 13, 2016; Dan Glusker, Perkins Fund Marketing, LLC, dated January 13, 2016; Steven Jafarzadeh, CAIA, Managing Director, CCO Partner, Stonehaven, dated January 13, 2016; Richard A. Murphy, Manager, North Bridge Capital LLC, dated January 13, 2016; Ron Oldenkamp, President, Genesis Marketing Group, dated January 13, 2016; Michael S. Quinn, Member and CCO, Q Advisors LLC, dated January 13, 2016; Lisa Roth, President, Monahan & Roth, LLC, dated January 13, 2016; Howard Spindel, Senior Managing Director, and Cassondra E. Joseph, Managing Director, Integrated Management Solutions USA LLC, dated January 13, 2016; Sajan K. Thomas, President, and Stephen J. Myott, Chief Compliance Officer, Thomas Capital Group, Inc., dated January 13, 2016; Judith M. Shaw, President, North American Securities Administrators Association, Inc., dated January 15, 2016; and Peter W. LaVigne, Esq., Chair, Securities Regulation Committee, Business Law Section, New York State Bar Association, dated January 22, 2016. \3\ 15 U.S.C. 78s(b)(2)(B). \4\ Securities Exchange Act Release No. 77391 (March 17, 2016), 81 FR 15588 (March 23, 2016) (Order Instituting Proceedings on File No. SR-FINRA-2015-054). \5\ Letter from Howard Spindel, Senior Managing Director, and Cassondra E. Joseph, Managing Director, Integrated Solutions, dated April 8, 2016. --------------------------------------------------------------------------- In response to comments on the Notice of Filing, on March 29, 2016, FINRA filed Partial Amendment No. 1, which amended proposed CAB Rule 016(c)(2) to clarify that the definition of ``capital acquisition broker'' does not include any broker or dealer that effects securities transactions that would require the broker or dealer to report the transaction under the FINRA Rules 6300 Series, 6400 Series, 6500 Series, 6600 Series, 6600 Series, 6700 Series, 7300 Series or 7400 Series. The Commission published Partial Amendment No. 1 for comment in the Federal Register on April 15, 2016.\6\ The Commission received one comment in response to the Partial Amendment No. 1.\7\ --------------------------------------------------------------------------- \6\ Securities Exchange Act Release No. 77581 (April 11, 2016), 81 FR 22333 (April 15, 2016) (Notice of Filing of Partial Amendment No. 1 to File No. SR-FINRA-2015-054). \7\ Letter from Anonymous dated May 3, 2016. --------------------------------------------------------------------------- On June 28, 2016, FINRA filed Partial Amendment No. 2 to its proposed rule change in response to comments on the Notice of Filing. Partial Amendment No. 2 is described in Item II below, which has been prepared by FINRA. The Commission is publishing this notice to solicit comments on Partial Amendment No. 2 from interested persons. II. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Amendment In response to comments on the Notice of Filing, the Order Instituting Proceedings, and Partial Amendment No. 1, FINRA filed this Partial Amendment No. 2 to amend proposed CAB Rule 016(c)(1)(F) regarding a CAB's authority to engage in qualifying, identifying, soliciting, or acting as a placement agent or finder in connection with unregistered securities transactions. As revised by Partial Amendment No. 2, a CAB would be permitted to engage in: qualifying, identifying, soliciting, or acting as a placement agent or finder (i) on behalf of an issuer in connection with a sale of newly-issued, unregistered securities to institutional investors or (ii) on behalf of an issuer or a control person in connection with a change of control of a privately-held company. For purposes of this subparagraph a ``control person'' is a person who has the power to direct the management or policies of a company through ownership of securities, by contract, or otherwise. Control will be presumed to exist if, before the transaction, the person has the right to vote or the power to sell or direct the sale of 25% or more of a class of voting securities or in the case of a partnership or limited liability company has the right to receive upon dissolution or has contributed 25% or more of the capital. For purposes of this subparagraph a ``privately-held company'' is a company that does not have any class of securities registered, or required to be registered, with the Securities and Exchange Commission under Section 12 of the Exchange Act or with respect to which the company files, or is required to file, periodic information, documents, or reports under Section 15(d) of the Exchange Act. The purpose of this proposed rule change is to provide a rule set for member firms that advise companies on mergers and acquisitions, advise issuers on raising debt and equity capital in private placements with institutional investors, or provide advisory services on a consulting basis to companies that need assistance analyzing their strategic and financial alternatives. Consistent with this purpose, this amendment would narrow the range of activities that a CAB would be permitted to engage in with regard to securities transactions involving institutional investors. Previously proposed CAB Rule 016(c)(1)(F) would have permitted a CAB to engage in qualifying, identifying, soliciting, or acting as a placement agent or finder with respect to institutional investors in connection with purchases or sales of unregistered securities. This authority would have been limited by proposed CAB Rule 016(c)(2), which would have prohibited CABs from effecting securities transactions that would require the broker or dealer to report the transaction under the FINRA trade reporting rules.\8\ --------------------------------------------------------------------------- \8\ FINRA Rules 6300 Series, 6400 Series, 6500 Series, 6600 Series, 6700 Series, 7300 Series and 7400 Series. --------------------------------------------------------------------------- As amended, a CAB would be permitted to engage in qualifying, identifying, soliciting, or acting as a placement agent or finder (i) on behalf of an issuer in connection with a sale of [[Page 44373]] newly-issued, unregistered securities to institutional investors or (ii) on behalf of an issuer or a control person in connection with a change of control of a privately-held company. ``Control'' and ``privately-held company'' would have the same meanings as those terms had in the SEC staff's 2014 M&A Brokers no-action letter.\9\ --------------------------------------------------------------------------- \9\ See M&A Brokers, 2014 SEC No-Act LEXIS 92 (January 31, 2014). --------------------------------------------------------------------------- Accordingly, under revised proposed CAB Rule 016(c)(1)(F), a CAB would be permitted to qualify, identify, solicit or act as a placement or agent only in two circumstances. First, a CAB could perform these functions on behalf of an issuer in connection with an initial offering of unregistered securities to institutional investors (as such term is defined in proposed CAB Rule 016(i)). Second, a CAB could perform these functions on behalf of an issuer or control person in connection with an initial or secondary securities transaction related to a change of control of a privately-held company. Except as described in proposed CAB Rules 016(c)(1)(F)(ii) and 016(c)(1)(G),\10\ a CAB would not otherwise be permitted to engage in qualifying, identifying, soliciting, or acting as a placement agent or finder in connection with secondary securities transactions. --------------------------------------------------------------------------- \10\ Proposed CAB Rule 016(c)(1)(G) would allow a CAB to effect securities transactions solely in connection with the transfer of ownership and control of a privately-held company through the purchase, sale, exchange, issuance, repurchase, or redemption of, or a business combination involving, securities or assets of the company, to a buyer that will actively operate the company or the business conducted with the assets of the company, in accordance with the terms and conditions of an SEC rule, release, interpretation or no-action letter that permits a person to engage in such activities without having to register as a broker or dealer pursuant to Section 15(b) of the Exchange Act. --------------------------------------------------------------------------- With this Partial Amendment No. 2, FINRA included (1) Exhibit 4, which reflects changes to the text of the proposed rule change pursuant to this Partial Amendment No. 2, marked to show additions to the text as proposed in the original filing as amended by Partial Amendment No. 1; and (2) Exhibit 5, which reflects the changes to the current rule text that are proposed in the proposed rule change, as amended by this Partial Amendment No. 2. III. Date of Effectiveness of the Proposed Rule Change as Modified by Partial Amendments No. 1 and No. 2 and Timing for Commission Action Within 180 days after the date of publication of the initial Notice of Filing in the Federal Register or within such longer period up to an additional 60 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 issue an order approving or disapproving such proposed rule change, as amended. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change, as amended by Partial Amendment No. 2, is consistent with the Exchange Act. Comments may be submitted by any of the following methods: Electronic CommentsUse 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-FINRA-2015-054 on the subject line. Paper Comments Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090. All submissions should refer to File Number SR-FINRA-2015-054. 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 such filing also will be available for inspection and copying at the principal office of FINRA. 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-FINRA-2015-054 and should be submitted on or before July 18, 2016. 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. 2016-16110 Filed 7-6-16; 8:45 am] BILLING CODE 8011-01-P
![44372 Federal Register / Vol. 81, No. 130 / Thursday, July 7, 2016 / Notices
For the Commission, by the Division of 23, 2016, the Commission published in with unregistered securities
Trading and Markets, pursuant to delegated the Federal Register an order to solicit transactions. As revised by Partial
authority.21 comments on the proposed rule change Amendment No. 2, a CAB would be
Robert W. Errett, and to institute proceedings pursuant to permitted to engage in:
Deputy Secretary. Section 19(b)(2)(B) of the Securities qualifying, identifying, soliciting, or acting as
[FR Doc. 2016–16035 Filed 7–6–16; 8:45 am] Exchange Act of 1934 (the ‘‘Exchange a placement agent or finder (i) on behalf of
BILLING CODE 8011–01–P Act’’) 3 to determine whether to approve an issuer in connection with a sale of newly-
or disapprove the proposed rule issued, unregistered securities to institutional
change.4 The Commission received one investors or (ii) on behalf of an issuer or a
SECURITIES AND EXCHANGE comment in response to the Order control person in connection with a change
COMMISSION Instituting Proceedings.5 of control of a privately-held company. For
In response to comments on the purposes of this subparagraph a ‘‘control
[Release No. 34–78220; File No. SR–FINRA– person’’ is a person who has the power to
2015–054] Notice of Filing, on March 29, 2016,
direct the management or policies of a
FINRA filed Partial Amendment No. 1, company through ownership of securities, by
Self-Regulatory Organizations; which amended proposed CAB Rule contract, or otherwise. Control will be
Financial Industry Regulatory 016(c)(2) to clarify that the definition of presumed to exist if, before the transaction,
Authority, Inc.; Notice of Filing of ‘‘capital acquisition broker’’ does not the person has the right to vote or the power
Partial Amendment No. 2 to Proposed include any broker or dealer that effects to sell or direct the sale of 25% or more of
Rule Change To Adopt FINRA Capital securities transactions that would a class of voting securities or in the case of
Acquisition Broker Rules require the broker or dealer to report the a partnership or limited liability company
transaction under the FINRA Rules 6300 has the right to receive upon dissolution or
July 1, 2016. has contributed 25% or more of the capital.
Series, 6400 Series, 6500 Series, 6600
For purposes of this subparagraph a
I. Introduction Series, 6600 Series, 6700 Series, 7300 ‘‘privately-held company’’ is a company that
Series or 7400 Series. The Commission does not have any class of securities
On December 4, 2015, Financial published Partial Amendment No. 1 for
Industry Regulatory Authority, Inc. registered, or required to be registered, with
comment in the Federal Register on the Securities and Exchange Commission
(‘‘FINRA’’) filed with the Securities and April 15, 2016.6 The Commission under Section 12 of the Exchange Act or with
Exchange Commission (the ‘‘SEC’’ or received one comment in response to respect to which the company files, or is
‘‘Commission’’) proposed rule change the Partial Amendment No. 1.7 required to file, periodic information,
SR–FINRA–2015–054, pursuant to On June 28, 2016, FINRA filed Partial documents, or reports under Section 15(d) of
which FINRA proposed to adopt a rule Amendment No. 2 to its proposed rule the Exchange Act.
set that would apply exclusively to change in response to comments on the The purpose of this proposed rule
firms that meet the definition of ‘‘capital Notice of Filing. Partial Amendment No. change is to provide a rule set for
acquisition broker’’ (‘‘CAB’’) and that 2 is described in Item II below, which member firms that advise companies on
elect to be governed under this rule set has been prepared by FINRA. The mergers and acquisitions, advise issuers
(collectively, the ‘‘CAB Rules’’). Commission is publishing this notice to on raising debt and equity capital in
The Commission published the private placements with institutional
solicit comments on Partial Amendment
proposed rule change for public investors, or provide advisory services
No. 2 from interested persons.
comment in the Federal Register on on a consulting basis to companies that
December 23, 2015.1 The Commission II. Self-Regulatory Organization’s
need assistance analyzing their strategic
received 17 comments in response to Statement of the Terms of Substance of
and financial alternatives. Consistent
the proposed rule change.2 On March the Proposed Amendment
with this purpose, this amendment
In response to comments on the would narrow the range of activities that
21 17 CFR 200.30–3(a)(12).
1 Securities
Notice of Filing, the Order Instituting a CAB would be permitted to engage in
Exchange Act Release No. 76675
(December 17, 2015), 80 FR 79969 (December 23, Proceedings, and Partial Amendment with regard to securities transactions
2015) (Notice of Filing File No. SR–FINRA–2015– No. 1, FINRA filed this Partial involving institutional investors.
054). Amendment No. 2 to amend proposed Previously proposed CAB Rule
2 Letters from Roger W. Mehle, Chairman and
CAB Rule 016(c)(1)(F) regarding a CAB’s 016(c)(1)(F) would have permitted a
CEO, Archates Capital Advisors LLC, dated
December 29, 2015; Daniel H. Kolber, President/
authority to engage in qualifying, CAB to engage in qualifying,
CEO, Intellivest Securities, Inc., dated December 30, identifying, soliciting, or acting as a identifying, soliciting, or acting as a
2016; Arne Rovell, Coronado Investments, LLC, placement agent or finder in connection placement agent or finder with respect
dated January 6, 2016; Donna DiMaria, Chairman of to institutional investors in connection
the Board of Directors, and Lisa Roth, Board of Myott, Chief Compliance Officer, Thomas Capital
Directors, Third Party Marketers Association, dated with purchases or sales of unregistered
Group, Inc., dated January 13, 2016; Judith M.
January 12, 2016; Frank P. L. Minard, Managing Shaw, President, North American Securities
securities. This authority would have
Partner, XT Capital Partners, LLC, dated January 12, Administrators Association, Inc., dated January 15, been limited by proposed CAB Rule
2016; Timothy Cahill, President, Compass 2016; and Peter W. LaVigne, Esq., Chair, Securities 016(c)(2), which would have prohibited
Securities Corporation, dated January 13, 2016; Regulation Committee, Business Law Section, New
Mark Fairbanks, President, Foreside Distributors, CABs from effecting securities
York State Bar Association, dated January 22, 2016.
dated January 13, 2016; Dan Glusker, Perkins Fund 3 15 U.S.C. 78s(b)(2)(B).
transactions that would require the
Marketing, LLC, dated January 13, 2016; Steven 4 Securities Exchange Act Release No. 77391 broker or dealer to report the transaction
Jafarzadeh, CAIA, Managing Director, CCO Partner, under the FINRA trade reporting rules.8
Stonehaven, dated January 13, 2016; Richard A. (March 17, 2016), 81 FR 15588 (March 23, 2016)
Murphy, Manager, North Bridge Capital LLC, dated (Order Instituting Proceedings on File No. SR– As amended, a CAB would be
srobinson on DSK5SPTVN1PROD with NOTICES
January 13, 2016; Ron Oldenkamp, President, FINRA–2015–054). permitted to engage in qualifying,
5 Letter from Howard Spindel, Senior Managing
Genesis Marketing Group, dated January 13, 2016; identifying, soliciting, or acting as a
Michael S. Quinn, Member and CCO, Q Advisors Director, and Cassondra E. Joseph, Managing
Director, Integrated Solutions, dated April 8, 2016. placement agent or finder (i) on behalf
LLC, dated January 13, 2016; Lisa Roth, President,
Monahan & Roth, LLC, dated January 13, 2016; 6 Securities Exchange Act Release No. 77581 of an issuer in connection with a sale of
Howard Spindel, Senior Managing Director, and (April 11, 2016), 81 FR 22333 (April 15, 2016)
Cassondra E. Joseph, Managing Director, Integrated (Notice of Filing of Partial Amendment No. 1 to File 8 FINRA Rules 6300 Series, 6400 Series, 6500
Management Solutions USA LLC, dated January 13, No. SR–FINRA–2015–054). Series, 6600 Series, 6700 Series, 7300 Series and
2016; Sajan K. Thomas, President, and Stephen J. 7 Letter from Anonymous dated May 3, 2016. 7400 Series.
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![Federal Register / Vol. 81, No. 130 / Thursday, July 7, 2016 / Notices 44373
newly-issued, unregistered securities to designate if it finds such longer period Number SR–FINRA–2015–054 and
institutional investors or (ii) on behalf of to be appropriate and publishes its should be submitted on or before July
an issuer or a control person in reasons for so finding or (ii) as to which 18, 2016.
connection with a change of control of the self-regulatory organization For the Commission, by the Division of
a privately-held company. ‘‘Control’’ consents, the Commission will issue an Trading and Markets, pursuant to delegated
and ‘‘privately-held company’’ would order approving or disapproving such authority.11
have the same meanings as those terms proposed rule change, as amended. Brent J. Fields,
had in the SEC staff’s 2014 M&A Brokers Secretary.
IV. Solicitation of Comments
no-action letter.9 [FR Doc. 2016–16110 Filed 7–6–16; 8:45 am]
Accordingly, under revised proposed Interested persons are invited to
BILLING CODE 8011–01–P
CAB Rule 016(c)(1)(F), a CAB would be submit written data, views and
permitted to qualify, identify, solicit or arguments concerning the foregoing,
act as a placement or agent only in two including whether the proposed rule
SECURITIES AND EXCHANGE
circumstances. First, a CAB could change, as amended by Partial
COMMISSION
perform these functions on behalf of an Amendment No. 2, is consistent with
issuer in connection with an initial the Exchange Act. Comments may be [Release No. 34–78199; File No. SR–BX–
offering of unregistered securities to submitted by any of the following 2016–035]
institutional investors (as such term is methods:
Self-Regulatory Organizations;
defined in proposed CAB Rule 016(i)). Electronic Comments NASDAQ BX, Inc.; Notice of Filing and
Second, a CAB could perform these
functions on behalf of an issuer or • Use the Commission’s Internet Immediate Effectiveness of Proposed
comment form (http://www.sec.gov/ Rule Change to the Professional
control person in connection with an
rules/sro.shtml); or Designation
initial or secondary securities
transaction related to a change of • Send an email to rule-comments@ June 30, 2016.
control of a privately-held company. sec.gov. Please include File Number SR–
FINRA–2015–054 on the subject line. Pursuant to Section 19(b)(1) of the
Except as described in proposed CAB Securities Exchange Act of 1934
Rules 016(c)(1)(F)(ii) and 016(c)(1)(G),10 Paper Comments (‘‘Act’’),1 and Rule 19b–4 thereunder,2
a CAB would not otherwise be
• Send paper comments in triplicate notice is hereby given that on June 17,
permitted to engage in qualifying, 2016, NASDAQ BX, Inc. (Exchange’’)
to Secretary, Securities and Exchange
identifying, soliciting, or acting as a filed with the Securities and Exchange
Commission, 100 F Street NE.,
placement agent or finder in connection Commission (‘‘SEC’’ or ‘‘Commission’’)
Washington, DC 20549–1090.
with secondary securities transactions. the proposed rule change as described
With this Partial Amendment No. 2, All submissions should refer to File
Number SR–FINRA–2015–054. This file in Items I and II, below, which Items
FINRA included (1) Exhibit 4, which have been prepared by the Exchange.
reflects changes to the text of the number should be included on the
subject line if email is used. To help the The Commission is publishing this
proposed rule change pursuant to this notice to solicit comments on the
Partial Amendment No. 2, marked to Commission process and review your
comments more efficiently, please use proposed rule change from interested
show additions to the text as proposed persons.
in the original filing as amended by only one method. The Commission will
Partial Amendment No. 1; and (2) post all comments on the Commission’s I. Self-Regulatory Organization’s
Exhibit 5, which reflects the changes to Internet Web site (http://www.sec.gov/ Statement of the Terms of Substance of
the current rule text that are proposed rules/sro.shtml). Copies of the the Proposed Rule Change
in the proposed rule change, as submission, all subsequent
The Exchange proposes to amend
amended by this Partial Amendment amendments, all written statements
Exchange Rules at Chapter I, Section 1,
No. 2. with respect to the proposed rule
entitled ‘‘Definitions’’ to add specificity
change that are filed with the
III. Date of Effectiveness of the to the definition of a Professional with
Commission, and all written
Proposed Rule Change as Modified by respect to the manner in which the
communications relating to the
Partial Amendments No. 1 and No. 2 volume threshold will be calculated by
proposed rule change between the
and Timing for Commission Action the Exchange.
Commission and any person, other than The text of the proposed rule change
Within 180 days after the date of those that may be withheld from the is available on the Exchange’s Web site
publication of the initial Notice of Filing public in accordance with the at http://
in the Federal Register or within such provisions of 5 U.S.C. 552, will be nasdaqomxbx.cchwallstreet.com/, at the
longer period up to an additional 60 available for Web site viewing and principal office of the Exchange, and at
days (i) as the Commission may printing in the Commission’s Public the Commission’s Public Reference
Reference Room, 100 F Street NE., Room.
9 See M&A Brokers, 2014 SEC No-Act LEXIS 92
Washington, DC 20549, on official
(January 31, 2014). II. Self-Regulatory Organization’s
10 Proposed CAB Rule 016(c)(1)(G) would allow a
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of such Statement of the Purpose of, and
CAB to effect securities transactions solely in
connection with the transfer of ownership and filing also will be available for Statutory Basis for, the Proposed Rule
control of a privately-held company through the inspection and copying at the principal Change
purchase, sale, exchange, issuance, repurchase, or office of FINRA.
srobinson on DSK5SPTVN1PROD with NOTICES
redemption of, or a business combination involving, In its filing with the Commission, the
securities or assets of the company, to a buyer that
All comments received will be posted Exchange included statements
will actively operate the company or the business without change. The Commission does concerning the purpose of and basis for
conducted with the assets of the company, in not edit personal identifying the proposed rule change and discussed
accordance with the terms and conditions of an SEC information from submissions. You
rule, release, interpretation or no-action letter that
permits a person to engage in such activities
should submit only information that 11 17 CFR 200.30–3(a)(12).
without having to register as a broker or dealer you wish to make available publicly. All 1 15 U.S.C. 78s(b)(1).
pursuant to Section 15(b) of the Exchange Act. submissions should refer to File 2 17 CFR 240.19b–4.
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Document Created: 2018-02-08 07:54:26
Document Modified: 2018-02-08 07:54:26
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