By:  Cydney Posner

In connection with Nasdaq's transition to operations as a registered national securities exchange, Nasdaq-listed companies will need to re-register under Exchange Act section 12(b), instead of 12(g). Nasdaq had previously notified SEC staff of its intent to request appropriate regulatory relief to facilitate the efficient registration of its issuers’ securities under section 12(b) of the Exchange Act. The (See my posting of 1/16/06.) Now Nasdaq has filed with the SEC its proposal to transition issuers to 12(b) status.   Under the proposal, each issuer would authorize Nasdaq to file a registration application on its behalf to register under section 12(b) any class of securities that is listed on Nasdaq on the day immediately preceding the day the Nasdaq Exchange commences operations. Nasdaq will send notice to all issuers prior to filing any applications, allowing issuers to opt out if they chose (with the result that they would not be listed on the Nasdaq Exchange and could trade instead on the Pink Sheets or OTCBB, unless they filed separate applications themselves). Nasdaq will file for all its listed issuers on a single letter application. The letter will also seek relief from registration for securities currently exempt from registration under Rule 12g3-2(b) (for foreign private issuers) to allow these securities to trade on the Nasdaq Exchange during a limited transition period.

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