Notice2024-08381
Submission for OMB Review; Comment Request; Extension: Rule 12d2-2 and Form 25
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
April 19, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 77 (Friday, April 19, 2024)</title>
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[Federal Register Volume 89, Number 77 (Friday, April 19, 2024)]
[Notices]
[Pages 28828-28829]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-08381]
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SECURITIES AND EXCHANGE COMMISSION
[SEC File No. 270-86, OMB Control No. 3235-0080]
Submission for OMB Review; Comment Request; Extension: Rule 12d2-
2 and Form 25
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC
20549-2736.
Notice is hereby given that pursuant to the Paperwork Reduction Act
of 1995 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and Exchange
Commission (``Commission'') has submitted to the Office of Management
and Budget (``OMB'') a request for approval of extension of the
existing collection of information provided for in Rule 12d2-2 (17 CFR
240.12d2-2) and Form 25 (17 CFR 249.25) under the Securities Exchange
Act of 1934 (15 U.S.C. 78a et seq.).
On February 12, 1935, the Commission adopted Rule 12d2-2 \1\ and
Form 25, under the Securities Exchange Act of 1934 (``Act''), to
establish the conditions and procedures under which a security may be
delisted from an exchange and withdrawn from registration under Section
12(b) of the Act.\2\ The Commission adopted amendments to Rule 12d2-2
and Form 25 in 2005.\3\ Under the amended Rule 12d2-2, all issuers and
national securities exchanges seeking to delist and deregister a
security in accordance with the rules of an exchange must file the
adopted version of Form 25 with the Commission. The Commission also
adopted amendments to Rule 19d-1 under the Act to require exchanges to
file the adopted version of Form 25 as notice to the Commission under
Section 19(d) of the Act. Finally, the Commission adopted amendments to
exempt standardized options and security futures products from Section
12(d) of the Act. These amendments were intended to simplify the
paperwork and procedure associated with a delisting and to unify
general rules and procedures relating to the delisting process.
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\1\ See Securities Exchange Act Release No. 98 (Feb. 12, 1935).
\2\ See Securities Exchange Act Release No. 7011 (Feb. 5, 1963),
28 FR 1506 (Feb. 16, 1963).
\3\ See Securities Exchange Act Release No. 52029 (Jul. 14,
2005), 70 FR 42456 (Jul. 22, 2005).
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Form 25 is useful because it informs the Commission and members of
the public that a security previously traded on an exchange is no
longer traded. In addition, Form 25 enables the Commission to verify
that the delisting and/or deregistration has occurred in accordance
with the rules of the exchange. Further, Form 25 helps to focus the
attention of delisting issuers to make sure that they abide by the
proper procedural and notice requirements associated with a delisting
and/or deregistration. Without Rule 12d2-2 and Form 25, as applicable,
the Commission would be unable to fulfill its statutory
responsibilities.
There are 24 national securities exchanges that could possibly be
respondents complying with the requirements of Rule 12d2-2 and Form
25.\4\ The burden of complying with Rule 12d2-2 and Form 25 is not
evenly distributed among the exchanges, however, since there are many
more securities listed on the New York Stock Exchange, the NASDAQ Stock
Market, and NYSE American than on the other exchanges. However, for
purposes of this filing, the Commission staff has assumed that the
number of responses is evenly divided among the exchanges. Since
approximately 985 responses under Rule 12d2-2 and Form 25 for the
purpose of delisting and/or deregistration of equity securities are
received annually by the Commission from the national securities
exchanges, the resultant aggregate annual reporting hour burden would
be, assuming on average one hour per response, 985 annual burden hours
for all exchanges (24 exchanges x an average of 41.04 responses per
exchange x 1 hour per response). In addition, since approximately 117
responses are received by the Commission annually from issuers wishing
to remove their
[[Page 28829]]
securities from listing and registration on exchanges, the Commission
staff estimates that the aggregate annual reporting hour burden on
issuers would be, assuming on average one reporting hour per response,
117 annual burden hours for all issuers (117 issuers x 1 response per
issuer x 1 hour per response). Accordingly, the total annual hour
burden for all respondents to comply with Rule 12d2-2 is 1,102 hours
(985 hours for exchanges + 117 hours for issuers). The total related
internal compliance cost associated with these burden hours is $269,852
($226,796 for exchanges plus $43,056 for issuers).
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\4\ The staff notes that a few of these 24 registered national
securities exchanges only have rules to permit the listing of
standardized options, which are exempt from Rule 12d2-2 under the
Act. Nevertheless, the staff counted national securities exchanges
that can only list options as potential respondents because these
exchanges could potentially adopt new rules, subject to Commission
approval under Section 19(b) of the Act, to list and trade equity
and other securities that have to comply with Rule 12d2-2 under the
Act. Notice registrants that are registered as national securities
exchanges solely for the purposes of trading securities futures
products have not been counted since, as noted above, securities
futures products are exempt from complying with Rule 12d-2-2 under
the Act and therefore do not have to file Form 25.
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The collection of information obligations imposed by Rule 12d2-2
and Form 25 are mandatory. The response will be available to the public
and will not be kept confidential.
An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information under the PRA unless it
displays a currently valid OMB control number.
The public may view background documentation for this information
collection at the following website: <a href="http://www.reginfo.gov">www.reginfo.gov</a>. Find this
particular information collection by selecting ``Currently under 30-day
Review--Open for Public Comments'' or by using the search function.
Written comments and recommendations for the proposed information
collection should be sent by May 20, 2024 to (i) <a href="http://www.reginfo.gov/public/do/PRAMain">www.reginfo.gov/public/do/PRAMain</a> and (ii) David Bottom, Director/Chief Information
Officer, Securities and Exchange Commission, c/o John Pezzullo, 100 F
Street, NE, Washington, DC 20549, or by sending an email to:
<a href="/cdn-cgi/l/email-protection#76262437293b171f1a14190e3605131558111900"><span class="__cf_email__" data-cfemail="faaaa8bba5b79b9396989582ba899f99d49d958c">[email protected]</span></a>.
Dated: April 16, 2024.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2024-08381 Filed 4-18-24; 8:45 am]
BILLING CODE 8011-01-P
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