[Federal Register Volume 74, Number 46 (Wednesday, March 11, 2009)]
[Notices]
[Pages 10642-10644]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-5211]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-59494; File No. SR-SCCP-2009-01]
Self-Regulatory Organizations; Stock Clearing Corporation of
Philadelphia; Notice of Filing and Immediate Effectiveness of a
Proposed Rule Change To Amend the Certificate of Incorporation of The
NASDAQ OMX Group, Inc.
March 3, 2009.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on February 17, 2009, Stock
Clearing Corporation of Philadelphia (``SCCP'') filed with the
Securities and Exchange Commission (``Commission'') the proposed rule
change described in Items I, II, and III below, which items have been
prepared primarily by SCCP. SCCP filed the proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of the Act \2\ and Rule 19b-
4(f)(3) thereunder \3\ so that the proposal was effective upon filing
with the Commission. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested parties.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 15 U.S.C. 78s(b)(3)(A)(iii).
\3\ 17 CFR 240.19b-4(f)(3).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
SCCP is filing this proposed rule change with regard to proposed
changes to the Restated Certificate of Incorporation (``Certificate'')
of its parent corporation, The NASDAQ OMX Group, Inc. (``NASDAQ OMX'').
The proposed rule change will be implemented as soon as practicable
following filing with the Commission. The text of the proposed rule
change is available at http://www.nasdaqtrader.com/Trader.aspx?id=SCCPApprovedRules
[[Page 10643]]
and at the Commission's public reference room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, SCCP included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. SCCP has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of these
statements.\4\
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\4\ The Commission has modified the text of the summaries
prepared by SCCP.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
NASDAQ OMX is proposing to make amendments to its Certificate. As
provided in Articles XI and XII of the NASDAQ OMX By-Laws, proposed
amendments to the Certificate are to be reviewed by the Board of
Directors of each self-regulatory subsidiary of NASDAQ OMX, and if any
such proposed amendment must be filed with or filed with and approved
by the Commission under Section 19 of the Act and the rules promulgated
thereunder before such amendment may be effective, then such amendment
shall not be effective until filed with or filed with and approved by
the Commission as the case may be. The governing boards of the NASDAQ
Stock Market LLC (``NASDAQ Exchange''), NASDAQ OMX BX, Inc. (``BX''),
NASDAQ OMX Phlx, Inc. (``Phlx''), BSECC, and Stock Clearing Corporation
of Philadelphia (``SCCP'') have each reviewed the proposed change and
have determined that it should be filed with the Commission.\5\ The
changes to the Certificate are limited in scope, and under Delaware
law, they do not require approval by the stockholders of NASDAQ OMX.
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\5\ The NASDAQ Exchange, Phlx, BX, BSECC, and SCCP have each
submitted this proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act, 15 U.S.C. 78s(b)(3)(A)(iii).
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Specifically, NASDAQ OMX proposes to eliminate its Certificate of
Designations, Preferences and Rights of Series D Preferred Stock, and
all matters set forth therein. NASDAQ OMX's Series D Stock was created
in 2005 for the purpose of allowing National Association of Securities
Dealers, Inc. to retain voting control over NASDAQ OMX's predecessor,
The Nasdaq Stock Market, Inc. In connection with the NASDAQ Exchange
commencing operations as a national securities exchange, the sole share
of Series D Stock was redeemed in December 2006. Under Delaware law,
both a certificate of designations (designating a series of preferred
stock) and a certificate of elimination (eliminating a previously
adopted designation) are deemed to be amendments to NASDAQ OMX's
Certificate.
2. Statutory Basis
SCCP believes that the proposed rule change is consistent with
provisions of Section 17A of the Act,\6\ in general, and with Section
17A(b)(3)(A) of the Act,\7\ in particular, in that it is designed to
ensure that SCCP is so organized and has the capacity to be able to
facilitate the prompt and accurate clearance and settlement of
securities transactions. The proposed change will enhance the clarity
of NASDAQ OMX's governance documents by eliminating provisions relating
to a series of preferred stock that is no longer outstanding.
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\6\ 15 U.S.C. 78q-1.
\7\ 15 U.S.C. 78q-1(b)(3)(A).
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(B) Self-Regulatory Organization's Statement on Burden on Competition
SCCP does not believe that the proposed rule change will result in
any burden on competition that is not necessary or appropriate in
furtherance of the purposes of the Act, as amended.
(C) Self-Regulatory Organization's Statement on Comments on the
Proposed Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective upon filing pursuant
to Section 19(b)(3)(A)(iii) of the Act \8\ and Rule 19b-4(f)(3) \9\
thereunder because the proposal is concerned solely with the
administration of SCCP. At any time within sixty days of the filing of
such rule change, the Commission may summarily abrogate such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.
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\8\ 15 U.S.C. 78s(b)(3)(A)(iii).
\9\ 17 CFR 240.19b-4(f)(3).
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IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml) or
Send an e-mail to [email protected]. Please include
File Number SR-SCCP-2009-01 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-SCCP-2009-01. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all
written statements with respect to the proposed rule change that are
filed with the Commission, and all written communications relating to
the proposed rule change between the Commission and any person, other
than those that may be withheld from the public in accordance with the
provisions of 5 U.S.C. 552, will be available for inspection and
copying in the Commission's Public Reference Room, 100 F Street, NE.,
Washington, DC 20549, on official business days between the hours of 10
a.m. and 3 p.m. The text of the proposed rule change is available at
SCCP, the Commission's Public Reference Room, and http://www.nasdaqtrader.com/Trader.aspx?id=SCCPApprovedRules. All comments
received will be posted without change; the Commission does not edit
personal identifying information from submissions. You should submit
only information that you wish to make available publicly. All
submissions should refer to File Number SR-SCCP-2009-01 and should be
submitted on or before April 1, 2009.
[[Page 10644]]
For the Commission by the Division of Trading and Markets,
pursuant to delegated authority.\10\
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\10\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-5211 Filed 3-10-09; 8:45 am]
BILLING CODE 8011-01-P