Nasdaq switches its legal status under the Exchange Act

• Becomes a national securities exchange per 1934 Act §6

• Same status as the New York Stock Exchange

• Had been a subsidiary of NASD

• A national securities association per 1934 Act §15A
• Change is related to separation of Nasdaq from NASD

• Change became effective on 8.01.06

• Nasdaq press release  8.01.06

SEC granted waiver of §12(b) registration requirement

• Else 3300 Nasdaq-listed companies would have had to
  re-register under the Exchange Act
• See Exchange Act §12(b) Registration Issues  This page

Nasdaq materials

• General FAQs
• Listed company FAQs
• Trade reporting FAQS
• Operational FAQs

Transition affects 3300 Nasdaq-listed companies

• Absent relief, companies would have been required to register under Exchange Act §12(b)

• Because, prior to transition of Nasdaq to an exchange,
  these companies were instead registered
  under Exchange Act §12(g)
• Nasdaq bulletin 5.15.066

• Nasdaq got blanket authority to re-register its listed companies under Exchange Act §12(b)

SEC grants exemptive relief

• SEC press release 7.31.06
• SEC release 34-54240 7.31.06    Slow-loading

• Nasdaq request letter 7.31.06

• Form 19b-4 filing 2.24.06

Special case: Relief for certain exempt securities

• Issuers that had been exempt per Exchange Act §12(g)
• An exemption that wouldn't apply post-transition

• Four insurance companies
• Nine foreign private issuers

• SEC release 34-54241 7.31.06

Practice alerts

• Companies should identify themselves as a Section 12(b) registrant in any Exchange Act filings
• But no need to change SEC file number (00X-XXXXX)
• Note: Process and rules for delisting and deregistration are different for §12(b) registrants

Exchange Act §6 Application

• SEC release 34-53128 1.13.06

• 71 FR 3550 1.23.06
• Approves Nasdaq application for registration
  as a national securities exchange
  subject to specified conditions
• SEC press release 1.13.06
• SEC release 34-52559 10.04.05
  Amended Nasdaq application

Modification of condition to approval

• SEC release 34-54085 6.30.06

• Change to control share condition to SEC approval
• Nasdaq request letter  3.31.06

NASD - Nasdaq allocation of regulatory responsibilities

• SEC release 34-54136 7.12.06 

• Approves plan for NASD to assume oversight duties

Nasdaq