The Securities and Exchange Commission has granted Nasdaq exemptive relief from Rule 15c2-11 for securities traded in the PORTAL Market, a market operated by Nasdaq to trade securities for resale pursuant to Rule 144A under the Securities Act. Rule 15c2-11 generally prohibits a broker or dealer from publishing any quotations for a security in any quotation medium unless the broker or dealer has in its records the information specified in the rule regarding the security and its issuer. PORTAL Dealers and Brokers will be able to post anonymous one- or two-sided indicative quotations in PORTAL securities that will be seen by other PORTAL Dealers and Brokers and by PORTAL Qualified Investors, i.e., Rule 144A Qualified Institutional Buyers, negotiate anonymously and execute trades in PORTAL securities, and submit trade reports in reportable PORTAL-negotiated trades through PORTAL for forwarding to TRACE and the OTC Reporting Facility, as well as for clearance and settlement through DTCC.
The SEC relied upon several representations by Nasdaq in granting the exemptive relief, including that: (i) PORTAL securities will likely be infrequently quoted given their restricted nature; (ii) the scheme of regulation established under Rule 144A and the structure of the PORTAL Market substantially achieve the disclosure and investor-protection purposes of the Exchange Act, including Rule 15c2-11; (iii) Nasdaq will reconfirm the qualifications of PORTAL Dealers and PORTAL Qualified Investors annually; (iv) PORTAL rules authorize Nasdaq to suspend or terminate the registration of any PORTAL Dealer, PORTAL Broker, or PORTAL Qualified Investor for material misstatements or omissions, rules violations or failure to make filings or pay fees; (v) quotations and last sale information in the PORTAL Market will not be disseminated to the general public; (vi) the exemption will only be available with respect to quotations in securities satisfying investment qualifications of the PORTAL Qualified Investors, i.e. Qualified Institutional Buyers under Rule 144A; and (vii) the Financial Industry Regulatory Authority currently provides and would continue to provide surveillance of trade reports in PORTAL securities that are submitted through TRACE and the OTC Reporting Facility.
The significance of this exemption is enhanced by Nasdaq’s November 12, 2007 Press Release. That Release announced the formation of the PORTAL Alliance consisting of 12 major firms and Nasdaq to create an industry standard facility for trading restricted securities.