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"Nasdaq Speaks '09: Latest Developments and Interpretations"Thursday, July 9, 2009 Join us for our 3rd annual webcast regarding what is happening at Nasdaq. During this webcast, senior Nasdaq Staffers will provide a wide range of practical guidance, from what are the latest corporate governance issues to whom do you call to resolve an issue, and much more. Join these experts:
Broc Romanek,Editor of TheCorporateCounsel.net: Hi, it's Broc Romanek, Editor of TheCorporateCounsel.net. Welcome to today's webcast, "Nasdaq Speaks '09: Latest Developments and Interpretations." This is our third annual program with the senior Nasdaq Staff. Today we have Mike Emen, the Senior Vice President of Nasdaq's Listing Qualifications Department; Arnold Golub, who is the Vice President of Nasdaq's Office of General Counsel; David Compton, Director of Nasdaq's Listing Qualifications Department; and Randy Genau, who is also a director of that department, and finally Suzanne Rothwell, a former Nasdaq staffer who is counsel at Skadden Arps. I want to thank everyone for participating on this program. It's one of our most popular every year, so print off those course materials and let me turn it over to Mike. Mike Emen, Senior Vice President, Nasdaq's Listing Qualifications Department: Thanks Broc, and thanks for having us back. I'm going to kick us off briefly by giving you a quick overview of what you'll be hearing from us this afternoon. If you look at the outline on page two, the first topic which Randy will speak to is the new Nasdaq listing rulebook. A couple of years ago, we started a project which we call "Listing Qualifications 2010" to transition our regulatory program into the future. A key component of that was redesigning and, where necessary, rewriting our listing rules. It took us a long time, both here and while the rules were pending at the SEC. But we completed that part of our project and the rules became effective this year in April, and Randy will give you a brief tour and overview of the new rulebook. I'll then talk a little bit about our new application center. On June 29th we went live with a new internet-based listing application. It's a nifty product which can substantially simplify the initial listing process. And we've already gotten our first application. Arnold is then going to talk to everyone about the late filing issue and update you on our recent participant-friendly rule changes in this area, and tell you where we are right now vis-à-vis the SEC and the New York Stock Exchange in terms of transitioning to a uniform rule across all markets. I'll talk a little bit with you about the steps we've taken here at Nasdaq to help companies get through the current economic crisis, including the bid price suspension. Arnold will then talk to you about some rule filings which came out of that process which are currently pending or will be filed with the SEC. David Compton who I'm sure many of you have spoken with over the years will then talk about how some of the current economic events intersect with our shareholder approval rules, in particular, and give you some practical pointers. And then I'll wrap up with a short look at the resources we have available to you online and go over our contact information for you. So Randy?
Randy Genau, Director, Nasdaq's Listing Qualifications Department: Thanks Mike. Some time ago – it seems like a long time I guess because it was – we embarked upon a project to rewrite the rules pertaining to the initial and continued listing of securities on the Nasdaq stock market. As many of you probably know, the listing rules were written by many different people over more than 30 years in a variety of styles, and they didn't always read well or have an intuitive layout. So we undertook to reword the rules into more readable language and reorganize them into a more logical structure, all the while striving to not change the meaning or the requirements set forth in the original rules. We started with a clean slate by moving the listing rules from the 4000 series to the 5000 series. The new rules became effective on April 13, 2009. And we're going to discuss some of the changes in more detail on the next few slides. So on Slide 4, if we take a bird's-eye view of the new rules it would look like this. The first section sets forth all the definitions used in the book. We'll talk more about that on the next slide. In the next section we describe Nasdaq's discretionary authority. You probably know that Nasdaq has the ability to apply more stringent criteria, such that we can deny a company initial or continued listing even though that company may meet all of our started requirements. For example, if a company applied for initial listing and their CEO or other executive officer was, let's say, a close associate of Bernie Madoff or R. Allen Stanford, chances are pretty high that we would deny the company's application to list. Interestingly, on the flip side, if a company does not meet all of our stated requirements we do not have the ability to waive any of those requirements. We felt that these were important points and we wanted to put them right up front in the new listing book. The 5200 section is actually a brand new idea. We pulled together from the old rules all the requirements that apply to all companies - whether they're applying to list or currently listed - and we organized them in this section. So this section covers everything - from the initial listing process and prerequisites to listing, to the general obligations for listed companies - from filing periodic reports to the Nasdaq notification requirements. The next three sections contain a Global Select, Global, and Capital Market initial and continued listing requirements. We'll talk more about those in the next slide. The 5600 section covers all of the corporate governance requirements. The 5700 section covers non-traditional securities like ETFs and other structured products. We like the idea of housing these requirements in their own section rather than muddling up the Global Market section with these requirements as was done in the old rules. We spent considerable time on the 5800 section, which addresses companies that fail to meet one or more listing standards. This section covers everything from how Staff will notify a company that it fails to meet its standards, to Staff delisting determinations and public reprimand letters. It also covers the entire appeals process - from hearings to the Listing Council and the Nasdaq board. I think if you read through this you'll find that this section reads much more clearly than its predecessor. The last section covers all of the fees applicable to Nasdaq companies. Let's look at some of these changes in more detail. So flip to Slide 5. Under the new rule structure the Global Market, Global Select, and Capital Markets each have all of their tier-specific requirements contained in standalone series. This structure eliminates having to relate back and forth between the Capital Market rules - which were really the foundation of the listing rules - to the Global and Global Select rules, as was necessary under the old listing rule structure. Within each of these sections, we tried to lay out the requirements in a consistent manner. For example, we utilized a numbering scheme such that the rules that end in 50 and above apply to continued listing - and the rules that end in 05 to 45 apply to initial listing. For example, if you're looking for the requirements for listing common stock on the Global Market, you'll find the initial listing requirements in 5405 and the continued listing requirements in 5450. Another notable change is the inclusion of descriptive languages for cross references. We noticed that the old rules would often reference a requirement with only a rule number. So most readers would have little clue as to what was actually being referenced unless they flipped through the book. We decided to add descriptive language to these types of references, thereby making these references more clear. For example, old rule 4350(a)(3) sets forth the rules that foreign private issuers can exempt themselves from. If you remember, it just lists a whole bunch of rule citations. In the new rule 5615(a)(1) - which is the analog to that old rule - we added descriptive language to each of those rule citations so a reader can more quickly grasp the rules that foreign private issuers can exempt themselves from. We also created some new definitions - either for clarity or to avoid repeating the same language throughout the rules. For example, we created definitions for "bid price," "dually-listed security," and "public reprimand letter", so we could be perfectly clear when we use those terms. To avoid repeating the same language over and over we created definitions like "primary equity security" and "other regulatory authority." I should mention two more things about definitions. First, we capitalized all the defined terms. So if you're reading the rules and you come across a capitalized word, you automatically know it's a defined term. Second, we put all the definitions used throughout the entire book in the 5000 section. You remember that that was the very first section of the book. But definitions only used within a specific section are put within that section only. So for example, the definition for "independent director" we put in the corporate governance section. So you don't have to flip to the front of the book to find out the meaning of the term. Lastly, I should mention that certain rules throughout this process changed little if at all in their transition to the 5000 series. This was a result of either discussions with the Commission or due to the need to keep these rules uniform across the markets. So if we turn to the next slide Mike will discuss our new internet listing center.
Emen: Okay, thanks Randy. The next three slides are each actual screen prints off of our application site. On the right-hand side of each of the pages there are text comments that are added as a helpful guide for you. On the very first page - which is the home page for our application - you can see that to make it easy to complete, we have links there for all the regulatory content that's available to help you on our website. So there's a ready link to our frequently asked questions, or our regulatory requirements, or the forms you would need to upload. There's also a link to a 15-minute presentation that was prepared by Staff here to walk you through the process. So if you have any questions, that's a good tool. The next page shows you the different applications that we have available to you – there is a different application depending upon whether you're doing an IPO or switching from another market, and there are discrete applications to use for moving up and down within our market tiers. If you enter your CIK code - which is a unique identifier that every public company has – so you're already a public company, the application will actually pre-populate a lot of itself for you. So if you turn to the third page, I have a picture here as if Nasdaq OMX were applying to become listed here. As I'm sure you know, we already are listed on Nasdaq. And just by entering our CIK code the application populated our address, phone number, and a variety of other information. If you were to page through there would be more content there too. You can use this application if you're interested in getting listed on one of the Nordic markets or on Nasdaq Dubai - we are serious about developing a global listing center. And the last thing to mention about this is we do plan a series of webinars in the next month or two - and we'll make those known on our website and hopefully those will be helpful for you in getting used to the product. Suzanne? Suzanne Rothwell, Counsel, Skadden, Arps, Slate, Meagher & Flom LLP: I wanted to make a couple of practice points that might be helpful for those attorneys who particularly represent a number of Nasdaq companies. One is that this new system which is so environmentally friendly – thank you that we're not delivering a box of materials as we used to, and that's much appreciated. But, it also allows you to start your application but it's not submitted until you push "submit." You can start to set up your application in the system - and this is a very good method that I've used for other types of systems - and it allows you to sort of develop your application. The other thing is once the initial basic application is submitted - unless I'm wrong, please correct me - you then can start to upload documents that are not your form documents, where you may need an attachment - for example, to explain litigation or further explain about officers and directors. I believe it has that capability. Emen: Yes that's exactly right Suzanne. Rothwell: So in other words, almost everything can be just done electronically and there should be even PDFs of signed documents. Emen: That's right. Rothwell: That's right. So this is tremendously helpful and eliminates a lot of production time. I'd like to go back one step and just point out - for practitioners who represent companies particularly who may be deficient in a listing standard - that the standards for curing a deficiency were moved from the continued listing standards into the 5800 series. So Randy's good explanation of the 5800 series - walking you through what happens when a company fails to meet a standard - that also includes a very good list of every financial criteria and what the cure period is, or what the cure methodology is or, for example, that you need to meet the bid price standard for at least ten days and it could be extended. So that's where you'll find that information. Emen: All right, that's great. Thank you for pointing those out, and Arnold you want to take us through the late filing issues?
Arnold Golub, Vice President, Nasdaq's Office of General Counsel: Historically, Nasdaq had a very fast trigger finger when a company failed to file any periodic report with the Commission. We would issue a delisting letter immediately, and the company would have to go before a hearings panel to request additional time. The panels generally allowed a company that time if the company was taking reasonable steps to become current. But they were limited to granting about six months for the company to regain compliance. At that point the company would generally be delisted from Nasdaq. By contrast the NYSE had a very different process, under which the company could get a six-month compliance period from the NYSE Staff and then a second six-month compliance period after that, so that they wouldn't get a delisting letter until as long as one year after their annual report was due. Now, we know that companies hated having to disclose our delisting letters, especially since the late filing was typically already widely reported. And the SEC recognized that the disparate treatment between the markets was unfair and that our rules did operate too quickly in most situations. This problem was especially apparent given the large number of companies that became delinquent due to the issue surrounding stock option backdating investigations last year. As a result, in October we modified our rules so that companies no longer receive a delisting letter automatically when they are late. Instead, the company has 60 days to provide a plan to regain compliance with the filing requirements to Nasdaq Staff. Now, the company still has to disclose that they are late and that they're entering our process, but they no longer have to include in that disclosure the fact that they received a delisting letter; of course they haven't. And therefore they no longer have to explain the distinction - that even though they got a delisting letter they'll go to the panel process and typically would be able to receive more time. The other advantage of this change in the process is that when a company was late - and particularly if the issue was complicated surrounding the late filing - when they went immediately into the panel process, they were often there before they had a lot to tell the panel. Now with the 60 days, the company can complete its preliminary work, discover the scope of the problem, and give a more wholesome description to Staff of what the problem is and how long it'll take the company to fix it. After reviewing the company's plan under the new process, Staff can give the company up to 180 days from the filing due date to regain compliance. After that if the company is still late they would get a delisting letter, but they could appeal that delisting letter to the hearings panel and the panel could still grant an additional 180 days for the company to file. Under the revised rule the maximum time that a company can remain on the market while it's late in its filings is one year from the date of the first delinquent report. We think this change has addressed the problems with our old rules and is far less disruptive to companies and their investors. Since the new rule went into effect on November 1st, over half the companies that have become delinquent have filed within the first 60 days while they were developing their plan to submit to Staff, so they didn't even need to submit that plan. In addition only five companies received the delisting letter under this new process so far, whereas more than 40 would have under the old rules. There are still a few differences between our rules and those of the NYSE. The biggest difference is that Nasdaq will start the process if a company is late in any filing, including a quarterly filing, whereas the NYSE rule looks only to annual filings. The SEC is working with us and with the NYSE to establish a uniform rule which we think is appropriate, given that each market is enforcing the same SEC requirements. So you can expect to see some more changes to our processes - and presumably those of the other markets - as we conform towards each other and towards what the SEC wants in this area.
Emen: So, moving on to the financial crisis: In October 2008 when the market crashed we had over 400 companies that were trading below $1. Similar to what we had done in the aftermath of 9-11, we sought and obtained SEC approval to suspend enforcEment of our bid price and market value of publicly held shares requirements. Both last fall, as in 2001, we were concerned that the broad market collapse had disproportionately punished companies so that their price wasn't necessarily reflectively of their enterprise value. Our experience in 2001 was that the suspension allowed a lot of companies to regain compliance with the rule, and the same thing happened this year. After recent discussions with the Staff of the SEC both we and the New York Stock Exchange have determined not to seek further extension of the bid price rules and they will be reinstated shortly. Our current expiration is July 19th, but I can tell you that we are in the process of working with the SEC to extend that briefly to July 31st, which is the expiration date of the New York Stock Exchange suspension. So what does this mean? If a company was in the deficiency process when the first suspension took place last year, it will be reinstated to the exact place it was at that time. So if a company had two days remaining to regain compliance, it'll have two days remaining. If it had 30 days remaining - it'll be back in that spot with 30 days remaining. Most of the companies that today are trading below $1 were not in the deficiency process when our initial suspension went into effect. So for those companies, they will have the complete clock to work through their difficulties. So they will get a fresh 30 day period to first be considered deficient and then our process with 180 days - or potentially 360 days - to regain compliance will kick in. All in all, we are not expecting a significant near-term effect in terms of delisting activity once the rules are reinstated. Golub: Besides the suspensions - which were done specifically to address the financial crisis - the crisis has also drawn further attention to where some of our rules operate too quickly. In particular, I'm talking about the rules that provide timeframes and compliance processes for companies that fall below the listing requirements. As a result, one thing that we did was to extend the time allowed for companies to regain compliance with the market value of listed securities requirement from 30 days to 90 days. Under the old rule, once a company was considered deficient with that requirement they only had 30 days to regain compliance. We were able to change that on an immediately effective basis to allow companies 90 days to regain compliance. And that provides some quick relief to impacted companies. We also identified a number of other areas to change and made a filing to implEment some of these changes at the end of April. We expect to amend that filing shortly based on our conversations with the SEC Staff about it, and I'll go over both what was in that filing and what we anticipate changing in the upcoming amendment. None of these proposed changes are effective yet and they will require SEC approval. So consider this just to be coming attractions. The first category of rules we plan to change are those rules that provide a compliance period. Currently, the market value of publicly held shares, market value of listed securities, and bid price requirements all provide different periods before a company's considered noncompliant - and then allow a company different amounts of time to regain compliance, even though each of these rules is tied in part at least to the price of the security. We plan to conform the periods as shown on Slide 13, so that in each case the company would become noncompliant only after being below the requirement for 30 consecutive trading days. Once a company became noncompliant, in each case we would allow a 180-day period for the company to regain compliance. So again we conform each of these periods to be the same and to mirror what's now the requirement for the bid price rule. We also allow companies that fail to meet the bid price requirement a second 180-day compliance period if they meet certain other requirements. In the filing we made in April, we proposed to ease the requirements for that second compliance period. In the amendment, we're going to withdraw that portion of the filing so we can continue to discuss it separately with the Staff of the SEC - and not delay the other changes I described. The second category of changes that are incorporated in that rule filing relate to rules that allow a company to submit a plan to regain compliance. Randy, do you want to pick that up on Slide 14? Genau: Thanks, Arnold. As you probably know, in certain situations, we request that companies provide us with a plan describing how they will regain compliance with a particular requirement. In theory, a number of requirements could trigger these types of requests, but the most common situation is that a company doesn't meet our stockholders' equity requirement. So as you can see from this slide, we normally provide a company 15 calendar days to get us a plan - and we can grant a maximum of 105 days from the date of our letter for a company to regain compliance. In most cases, this works out to a 90-day extension from the date of the company's response. Frankly, 90 days for a lot of companies is not enough time to get a deal done - especially in this environment and if they need to get shareholder approval for a transaction. We're proposing to utilize timeframes that are more closely aligned with those built into our new filing delinquency rule. So, as you can see from the slide, we're proposing to provide a company 45 days to submit a plan of compliance instead of 15, and we would be able to grant extensions of up to 180 days instead of 105. We think these changes could help a lot of companies regain compliance at the Staff level instead of having to go through the hearings process. Golub: One thing to note on that is the filing made in April would have allowed 60 days and in the upcoming amendment that'll be changed to allow 45 days for the company to submit the plan of compliance. Genau: David, do you want to talk to some of the changes to the 20-F disclosure?
David Compton, Director, Nasdaq's Listing Qualifications Department: Thanks Randy. And this will be starting with Slide 15. Under Nasdaq rules a foreign private issuer may follow its home-country practices in lieu of certain of the corporate governance requirements, provided that proper disclosure is made. The disclosure must specify each requirement the the company doesn't follow and describe the home-country practice that it does follow. Until just recently under Nasdaq's rules the disclosure could have been made either on the company's website or in its annual report – typically its Form 20-F. The SEC recently adopted changes to Form 20-F, which require that companies disclose their nonconforming corporate governance practices within the Form 20-F. So to eliminate this potential trap for the unwary, we modified this disclosure rule effective June 10th this year to make it consistent with the SEC requirement to now require under Nasdaq rules also that the disclosure be made in the Form 20-F. Rothwell: And let me point out that counsel for a foreign private issuer should be careful - as they're filing their Form 20-F - to track whether there are any of the Nasdaq requirements that the company in this period relied on their exception to follow home-country practices. In some cases, when a foreign company applies for listing they put in a blanket letter saying they will rely on home-country practices, but at that time they only know of one particular criteria – maybe board composition for example – and will disclose that. But an issue could come up later - perhaps years later – where, for example regarding shareholder approval or another standard under corporate governance, where the company decides to rely on their blanket exemption that they obtained. And at that point, their disclosure requirement would be triggered so we should watch out for that to ensure the Form 20-F is updated properly.
Compton: Good, thanks Suzanne. And moving over to Slide 16 I wanted to talk about the shareholder approval issues in today's economy. As you know, Nasdaq rules require shareholder approval of certain issuances of securities. And I'm going to focus on two areas – equity compensation and private placEment. For equity compensation, shareholder approval is required to establish or materially amend a plan where a stock can be acquired by any officer, director, employee, or consultant. With stock prices down as much as they are, a popular topic today is the re-pricing of stock options or similar actions such as option exchanges or an exchange of restricted stock units or underwater stock options. The data that we've seen and the filings that we've seen indicate that the number of these types of actions is up significantly this year. And as you know they can be controversial. While employees may be thrilled, institutional shareholders may be opposed. But the point I wanted to make here is that unless the option plan specifically authorizes the action - whether it's a re-pricing or an exchange or something else that's similar - then under Nasdaq rules, it would be a material amendment and therefore shareholder approval would be required. And then over to the next slide – private placements. And we all know that also with the economy the way that it's been in recent months, it's been very difficult for companies to raise capital. With stock prices down the way that they are, companies need to sell more shares of stock in their private placements to raise the dollar amount of capital that they need. So this makes it more likely than before that shareholder approval would be required due to the number of shares that would be issued. And as you know - and as we point out in the slide - shareholder approval is required where the number of shares that could be issued equals 20% or more of the pre-transaction shares that at a price less than the greater of book or market value. And it's important to keep in mind that with today's lower stock prices it's also more likely than before that the book value may exceed the market value. So please remember to keep that in mind, take that into account when you're helping in the structuring of the transaction. And then also for certain issuance of securities there's a filing requirement with Nasdaq – the listing of additional shares program. A company is required to provide to Nasdaq 15 days' prior notice of a transaction that could increase its total shares outstanding by 10% or more. And something that comes up at times and something I wanted to mention here - is that to determine whether the 10% threshold could be reached you need to consider all shares that could be issued – not only the common stock that may be issued initially but also the stock underlying warrants or the stock underlying convertible preferred stock. And the form that you need to file with us is on our website. So then over on the next slide - Slide 18 - what if the company is financially distressed? It's negotiated a private placEment but it just simply does not have the time that it would take to get shareholder approval before it would run out of funds. There is a rule which addresses this. You'll see on the slide that an exception is available when the delay in securing shareholder approval would seriously jeopardize the financial viability of the company. To get the exception, a company would have to be facing very serious financial difficulties - even to the point of a possible bankruptcy – if it would have to take the time to get shareholder approval. To get the exception, prior application to Nasdaq is required. On our website, we have several FAQs and this has been a tremendous help to companies considering applying for this exception. But we have several FAQs which if a company is considering this action they should look at and take those points that we make - those factors - and address all those factors in their submission to us. And if the company goes through the process, gets the exception, relies on the exception they are required to provide 10 days' prior notice to its shareholders by mailing and a press release. That's in the rule. Just a couple of examples of exceptions that we've granted recently - sort of a common thread - there's some unexpected change in circumstances that leaves a company short on capital and little time to raise capital. We had one that due to an unexpected change in circumstances they would default on their debt and be forced into bankruptcy unless they could quickly raise capital, so we granted that one. Another one, they had to raise capital right away due to unforeseen events or else they would have to cease operations. So we granted that one also. Just a couple of other things I wanted to mention on shareholder approval other than I've talked about so far. Two other issuances that require shareholder approval: - Acquisitions for stock where the issuance would be 20% or more of the pre-transaction outstanding shares. - And then also change-of-control. If you've got everything else – all the rest of the shareholder approval rules satisfied - still if it's a change-of-control, shareholder approval is required. That's without regard to whether the price is at a discount or not. If it is a change-of-control you would need shareholder approval. Although not a defined term, we have developed a consistent interpretive approach as to what a "change-of-control" is. Generally, if the ownership position is or could be 20% or more of the outstanding shares and it's the largest position, we would say that is a change-of-control for these purposes. Rothwell: And let's make clear - it's not the amount of shares being issued, but whether one of the recipients in fact would go from under the 20% standard to over the 20% standard. So in fact you can have a change-in-control with the issuance of very few shares, but to someone who already has a position. And this is important to watch. It's not the same 20% calculation as the one in Rule 5635(d) that's looking at issuances in excess of 20% below market. Compton: Very good. That type of situation definitely does come up. Rothwell: It does come up. And let me mention that one of the ways that particularly quick transactions are being done without shareholder approval - where an issuance could exceed the 20% standard and otherwise require shareholder approval - is that the transaction is being done as convertible preferred stock where the securities will not be converted at all until shareholder approval is obtained. That has proved a very useful method for expediting a transaction.
Compton: We'll just talk some about the interpretive process that we have here - on Slide 19 - and I want to talk about how you can get your questions answered. I want to emphasize we want to hear from you. If you have any questions about the rules or interpretations please call us and we can discuss your issue in detail. That's a big part of what we do here. We get a lot of phone calls and we have our contact information on the last slide which we will get to shortly. We also have a written interpretation process. For a definitive written interpretation of the corporate governance rules, you can send us a letter here in Rockville, Maryland, to the Listing Qualifications Department. We have the address on the slide and a full description of the written process is on the website. And many companies have used this and you probably know we publish anonymous versions of the interpretation letters that we issue on the "Listing Information" section of the website. There are more than 275 letters currently published and available. And also on the website, we have a lot of FAQs. I mentioned the FAQs on financial viability, but we also have FAQs on other and related topics. And with that I'll turn it over to Mike to talk some more about the regulatory resources. Emen: Thanks David. I think you've done a good job in queuing up the website for us. We pride ourselves on having a very open, very transparent regulatory process here. There's more content on Nasdaq's website available to help you - the counsel for our listed companies - than any other market in the world. As David said, we have over 350 frequently asked questions, we have numerous summaries of the letters that have come out of the interpretative process that David described, and we also have summaries of appellate decisions issued by our Listing Council, which also provide important guidance about how our rules operate. So the link to that material is on Slide 20 along with the link to our new application center and the link to the demonstration video, which I referred to earlier. Golub: One thing about the link - earlier this week we reorganized some of those web pages. So if you had an old bookmark you may want to use the link in the materials instead. All the same content is there but it's organized a little bit differently; hopefully more intuitive for you. Emen: Great. On the very last slide, you have phone and e-mail contacts for everyone who has spoken with you this afternoon. Additionally, we've given you the contact information for Amy Horton, who is the counsel to the Listing Qualifications Hearing Panel and to Sean Bennett who is the counsel to the Listing Council. So that wraps up this program. Thanks for listening patiently with us. I hope this has been helpful for you. Romanek: Thanks Mike. I want to reiterate something that was just said about how helpful the Nasdaq Staff is. They've been great to me over the years; really helpful and Suzanne has been as well. She's one of the more useful people at law firms that I deal with and I've bounced lots of things off of her and the Nasdaq Staff. So I do urge all of you to use these resources and I look forward to next year's program – the 4th Annual - and I hope none of you will be sent to Dubai like Lanae Holbrook has been. Emen: Maybe we'll broadcast from Dubai next year. Romanek: Maybe! Have a good day. Thanks very much.
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