The Securities and Exchange Commission has approved an application of the NASDAQ Stock Market LLC to adopt rules activating the PORTAL market to trade securities under Rule 144A. Brokers and dealers that are NASDAQ members would apply to and be granted access to PORTAL as PORTAL Dealers and PORTAL Brokers. They could submit quotations, two way, one way or on an undisclosed basis for securities that can be sold under Rule 144A.
Qualified institutional buyers, as defined in Rule 144A, could apply and become PORTAL Qualified Investors. PORTAL Qualified Investors would have access to the quotations in PORTAL, but could not enter quotations or execute against those quotations. PORTAL Brokers and Dealers could negotiate both openly and anonymously and execute trades in PORTAL. Equity trades in PORTAL would be reported by NASDAQ to the OTC Reporting Facility of the NASD. Trades executed in PORTAL would be disseminated to PORTAL Brokers and Brokers and PORTAL Qualified Investors but would not identify the parties to the trade.
PORTAL bids, asks and executed trade information could not be disseminated other than to PORTAL Brokers, Dealers and PORTAL Qualified Investors. PORTAL trades that have been compared and confirmed would be forwarded to Depository Trust and Clearing Corporation for settlement. The SEC also granted NASDAQ an exemption from Securities Exchange Act of 1934 Rule 15c2-11 to allow quotations in PORTAL even if the broker or dealer lacked the information required under that rule. The SEC also gave no-action relief to allow trading in PORTAL of securities that are not registered under Section 12(b) of the Exchange Act and to allow foreign private issuers with securities quoted on PORTAL to continue to rely upon the exemption from registration under the Exchange Act contained in Exchange Act Rule 12g3-2.