February 11, 2005
Mr. Don Van Weezel
Dear Mr. Van Weezel:
In your letter dated February 11, 2005, on behalf of the New York Stock Exchange, Inc. ("NYSE"), you seek assurances that the staff of the Division of Market Regulation ("Staff") would not recommend enforcement action to the Securities and Exchange Commission ("Commission") if the NYSE does not file a notice with the Commission of proposed admission or continuance pursuant to Rule 19h-1(a) under the Securities Exchange Act of 1934 ("Exchange Act") for certain persons subject to a statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act) solely because of a finding by a foreign financial regulatory authority specified in Sections 15(b)(4)(G)(ii) and (iii) of the Exchange Act. In particular, as discussed more fully in your letter, your request pertains to Related Entities (as defined in your letter) and natural persons associated, or seeking to become associated, with an NYSE member firm, and is limited to findings in which sanctions are no longer in effect.1
Based on the facts and representations set forth in your letter, the Staff will not recommend enforcement action to the Commission under Exchange Act Section 6(c)(2) or Rule 19h-1(a) if the NYSE does not file a notice pursuant to Rule 19h-1(a) for the persons described above. We note in particular that none of the natural persons will conduct, or intends to conduct, any securities business within, or directed toward, persons in the United States or identifiable groups of U.S. citizens resident abroad.
This staff position is limited to enforcement action under Section 6(c)(2) of the Exchange Act and Rule 19h-1(a) thereunder and does not purport to express any legal conclusions with respect to the applicability of the statutory or regulatory provisions of the federal securities laws. Moreover, this response is based upon the representations you have made in your letter, and any different facts or conditions may require a different response. The Staff's position is subject to modification or revocation if at any time the Commission or the Staff determines that such action is necessary or appropriate in furtherance of the purposes of the Exchange Act.
Brian A. Bussey
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