Nasdaq Exchange Registration, Member and Issuer Transition Issues

On January 13, 2006, the Securities and Exchange Commission (“SEC”) approved the application of the Nasdaq Stock Market (“Nasdaq”) to become registered as a national securities exchange. Under the SEC’s approval order, Nasdaq will be able to begin operating as a national securities exchange after a number of legal and operational conditions have been satisfied. Nasdaq has indicated that it hopes to begin operating as an exchange in August 2006.

When Nasdaq begins operating as a national securities exchange, member firms of the Nasdaq Exchange and the issuers of securities listed on the Nasdaq Exchange will become subject to certain additional obligations and exemptions under the Securities Act of 1933, the Securities Exchange Act of 1934, and the rules thereunder. The Broker-Dealer Practice of Morgan Lewis has prepared a White Paper on issues affecting member firms of the Nasdaq Exchange and the issuers of securities listed on the Nasdaq Exchange.

View the White Paper available from Morgan Lewis. The White Paper also has been posted on NASDAQTrader.com.

If you have any questions concerning the important legal developments described in the White Paper, please contact:

Washington, D.C.
Theodore R. Lazo
202.739.5250
tlazo@morganlewis.com