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  Staff Interpretation Letter 2002-3  
Identification Number 968
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 at least two shareholders holding 25% of the outstanding shares of the company’s voting stock.
Determination:  The company’s foreign counsel represented that the law in the company’s home country requires a minimum of at least two shareholders holding 25% of the outstanding shares of a company’s voting stock to constitute a quorum to open shareholder meetings, and that this requirement provides a reliable indication of the generally accepted business practice in the home country.  Counsel also indicated that the primary market in the company’s home country does not impose any additional quorum requirements.  Accordingly, counsel represented that it believed that NASDAQ’s quorum 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: 968
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