After the company has attended a hearing and has received an unfavorable decision, it may wish to appeal to the NASDAQ Listing and Hearings Review Council ("Listing Council"). The Listing Council may also decide to review the Panel's decision on its own accord. This section pertains to questions regarding the appeals process.

What does the company have to do in order to appeal a Panel decision?
The Hearing Panel's decision letter will outline the steps necessary to file an appeal. The decision letter will also include a fee payment form. The company must file written notification of its appeal with the Listing Council through the General Counsel's Office of Appeals and Review within 15 calendar days from the date of the Panel's decision. Appeal notifications must be sent by email to appeals@nasdaqomx.com.

The company must also submit the $4,000 appeal fee and the payment form within 15 calendar days from the date of the Panel's decision. A check payable to "The NASDAQ Stock Market LLC" can be sent to:

Alternatively, the company can wire the appeal fee to:

By Federal Reserve Wire
The NASDAQ Stock Market LLC
Bank Name:	Wachovia Bank, N.A.
Bank Address:	New York, NY
SWIFT Number:	PNBPUS3NNYC
ABA Number:	031201467
Beneficiary:	NASDAQ
Account Number:	2000031405177
Reference:	Hearing Docket Number, Company name and symbol

By American Clearing House
The NASDAQ Stock Market LLC
Bank Name:	Wachovia Bank
Bank Address:	New York, NY
SWIFT Number:	PNBPUS3NNYC
ABA Number:	026012881
Beneficiary:	NASDAQ
Account Number:	2000031405177
Reference:	Hearing Docket Number, Company name and symbol

The company must send proof of payment (e.g.,a photocopy of the check or a copy of the wire confirmation) to the General Counsel's Office of Appeals and Review within 15 calendar days of the date of the Panel's decision. Payment verifications must be sent by email to appeals@nasdaqomx.com.

How are the deadlines computed in the delisting letters and in any subsequent dates set by Hearings or Appeals?
The company must file written notification of its appeal with the Listing Council through the General Counsel's Office of Appeals and Review within 15 calendar days from the date of the Panel's decision. In accordance with Listing Rule 5840(e), the "clock" does not begin until the day after the letter date and the deadline date is included in the calculation. However, if the deadline date should fall on a Saturday, Sunday, federal holiday or NASDAQ holiday, then the deadline date will be moved to the next business day. In computing all subsequent deadlines, the same principle applies. (Updated: April 13, 2009)

What happens when an appeal is requested?
Upon receipt of the notification of appeal and the fee, the request will be placed in the earliest available Listing Council docket. The company will be provided with a confirmation and instructions regarding the appeals process. A copy of the confirmation letter is forwarded to Listing Qualifications requesting that it provide the Listing Council with an update of the company's compliance with the listing standards and an updated financial worksheet. These updates are also provided to the company, along with a list of those documents comprising the record on review.

The company may submit its arguments and any additional information that it wishes the Listing Council to consider by email to appeals@nasdaqomx.com by a date stipulated in the confirmation letter. The Listing Council then reviews the Panel's decision on the basis of this information. The Listing Council may also consider the existence and content of public filings and press releases issued by the company and the company's non-compliance with any NASDAQ listing requirements.

What is the Listing Council's level of review when it considers a matter?
The Listing Council conducts a de novo review of the Panel's decision. It considers information available subsequent to the Panel's decision, including new deficiencies and the cure of prior deficiencies. It will also consider all information provided by the company prior to the date stipulated by the Listing Council in its letter confirming the receipt of the request for review. The Listing Council may also consider public filings or press releases of the company.

Is the company entitled to an oral hearing before the Listing Council?
No. According to the procedures for review by the Listing Council in Listing Rule 5820(e), the Listing Council "will consider the written record and, at its discretion, hold additional hearings [emphasis added]." It should be noted that the Listing Council has never requested an oral hearing. (Updated: April 13, 2009)

How long does the Appeals process take?
Generally, the process takes two to three months from the time the notice of appeal is received from the company to the time that the Listing Council issues its decision. The Listing Council generally meets once a month. However, a decision is not considered to be a final action until the NASDAQ Board declines to call the matter for review. Accordingly, this may add another one to two months before the company can appeal the decision to the SEC. The company is required to exhaust all of its administrative remedies within NASDAQ before it can file an appeal with the SEC.

Is a Listing Council decision public?
NASDAQ publishes summaries of Listing Council decisions on its website, in a manner that removes information that would allow identification of the company.

Does an appeal postpone the delisting of the company's securities?
No. A request by the company for review of a Panel decision by the Listing Council will not operate as a stay of the Panel decision. In addition, a "call for review" of a Panel decision by the Listing Council does not operate as a stay of the Panel decision, unless the call for review specifies to the contrary. In some circumstances, the Listing Council may, on its own initiative, stay the delisting.

What is the "Call for Review" process?
The Listing Council reviews all Panel decisions and any member of the Listing Council may request that the full Listing Council review a Panel decision, regardless of whether the company appeals the decision. The Listing Council must call the decision for review within 45 calendar days of the Panel's decision. A call for review is solely at the Listing Council's discretion and may be withdrawn at any time. Once the Listing Council calls the decision for review, the process is similar to the appeals process. The Listing Council's call for review determination is made without regard to whether the company appeals the Panel decision. However, if the Listing Council subsequently withdraws its call for review, the Listing Council will no longer consider the matter unless the company has filed an appeal within the requisite time period.