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Frequently Asked Questions
  Staff Interpretation Letter 2002-2  
Identification Number 967
Rule 4350(a):  NASDAQ will provide exemptions to the extent that a rule requires any foreign issuer to do any act that is contrary to a law, rule or regulation of any public authority exercising jurisdiction over such issuer or the rule is contrary to generally accepted business practices in the issuer’s country of domicile.
 
Rule 4350(f):  The by-laws of each issuer must provide for a quorum for any meeting of the holders of common stock of no less than 33 1/3% of the outstanding shares of the company’s common voting stock.
 
Issue:  A non-U.S. company’s by-laws provide for a quorum of two persons holding not less than 10% of the total number of issued voting shares outstanding.
 
Determination:  The company’s foreign counsel represented that under applicable foreign law companies are permitted to set the quorum requirements in their by-laws and that while the generally accepted business practice in the company’s home jurisdiction for a quorum is two persons, the company goes beyond this and also imposes an additional requirement that a minimum of 10% of the total number of issued voting shares outstanding be represented.  Counsel also represented that the primary market in the company’s home country does not have a quorum requirement regarding meetings of shareholders.  Finally, counsel indicated that NASDAQ’s requirement is contrary to the generally accepted business practices in the home country.  Based on these representations, NASDAQ granted the requested exemption to Listing Rule 4350(f).
 
Publication Date*: 7/31/2012 Mailto Link Identification Number: 967
material_search_footer*The Publication Date reflects the date of first inclusion in the Reference Library, which was launched on July 31, 2012, or a subsequent update to the material. Material may have been previously available on a different Nasdaq web site.
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