Subject: File No. SR-NASD-2004-054
From: Joseph Smith
April 13, 2004
The proposed permanent rule should be rejected in its entirety. Nasdaq finds itself in an uncomfortable bed of its own making: it has decimated its revenue by de-listing over one thousand companies for violation of its dollar bid-price rule and its unintelligible corporate governance rules. It is now trying to recoup that revenue from its remaining listed companies by charging 10,000 for written interpretations of those same corporate governance rules particularly Rule 4350i1D. Nasdaqs internal interpretations of those rules are not available from any other source, and the interpretations are so completely illogical and twisted that no person could ever guess how the Nasdaq staff would interpret them. Nasdaqs staff has repeatedly refused to make its interpretations publicly available despite numerous requests from the undersigned commenter to do so, precisely so that listed companies will have to pay this fee each time they propose to complete a private placement of securities. If Nasdaq persists in keeping its interpretive policies a secret, the Commission should not allow Nasdaq to profit from its own obstinacy. The rule should be rejected, Nasdaq should not be allowed to charge any fee, but they should be required to provide a written interpretive opinion within five business days of any request for one, or be precluded from bringing any enforcement action based upon the action which the requesting issuer is seeking an opinion on. With such a requirement, the Commission will be amazed to see how quickly Nasdaq will find a way to publish its interpretations.