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U.S. Securities and Exchange Commission

Approval of NASDAQ Stock Market LLC Exchange Application


Washington, D.C., Jan. 13, 2006 — The Securities and Exchange Commission today approved the Nasdaq Stock Market LLC’s application to become a registered national securities exchange. The Nasdaq Stock Market is the first exchange to register with the Commission since the International Securities Exchange in 2000, and only the third exchange to register with the Commission in over 30 years.

Chairman Christopher Cox said, “The Commission and its staff have worked with Nasdaq to facilitate this significant step to protect investors while enhancing the overall efficiency and competitiveness of U.S. securities markets.”

Since its creation in 1971, Nasdaq has operated under the supervision and control of the NASD, a self-regulatory organization. As a registered exchange, Nasdaq becomes a self-regulatory organization in its own right that is responsible for its own and its members compliance with the federal securities laws. Nasdaq has entered into a Regulatory Services Agreement with the NASD to perform certain regulatory functions on its behalf. However, Nasdaq retains the ultimate responsibility to ensure that its regulatory obligations are fulfilled.

Although Nasdaq is now a registered exchange, the commencement of its operations as an exchange, and its independence from ongoing control by the NASD, are conditioned on the prior satisfaction of the following requirements.

  • Nasdaq must join the various national market system plans and the Intermarket Surveillance Group.
  • The NASD must determine that its control of Nasdaq through its Preferred Class D share is no longer necessary because NASD can fulfill through other means its obligations with respect to non-Nasdaq exchange-listed securities under the Exchange Act, the rules adopted thereunder, and the various national market system plans.
  • The Commission must declare effective certain regulatory plans to be filed by Nasdaq.
  • Nasdaq must file, and the Commission must approve, an agreement pursuant to Section 17d-2 of the Exchange Act that allocates to NASD regulatory responsibility with respect to certain activities of common members.

The Commission’s findings, opinion, and order granting Nasdaq’s application are available on the Commission’s website at www.sec.gov/litigation/opinions/34-53128.pdf.



Modified: 01/13/2006