[Federal Register Volume 76, Number 243 (Monday, December 19, 2011)]
[Notices]
[Page 78706]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-32356]



[[Page 78706]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65944; File No. SR-FINRA-2011-062]


Self-Regulatory Organizations; Financial Industry Regulatory 
Authority, Inc.; Order Approving a Proposed Rule Change To Repeal 
Incorporated NYSE Rule 2A (Jurisdiction)

December 13, 2011.

I. Introduction

    On October 20, 2011, the Financial Industry Regulatory Authority, 
Inc. (``FINRA'') filed with the Securities and Exchange Commission 
(``Commission''), pursuant to Section 19(b)(1) of the Securities 
Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 thereunder,\2\ a 
proposed rule change to repeal incorporated NYSE Rule 2A. The proposed 
rule change was published for comment in the Federal Register on 
November 3, 2011.\3\ The Commission received no comments on the 
proposal. This order approves the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 65656 (November 3, 
2011), 76 FR 68240 (``Notice'').
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II. Description of the Proposal and Discussion

    FINRA proposed to repeal incorporated NYSE Rule 2A (Jurisdiction) 
as part of the process of developing a consolidated rulebook 
(``Consolidated FINRA Rulebook''). NYSE Rule 2A generally addresses 
jurisdictional authority with respect to, among other things, 
rulemaking, examinations, disciplinary actions, and listing 
applications. NYSE Rule 2A was adopted in 2006 as part of the merger 
between the New York Stock Exchange LLC (``NYSE'') and Archipelago 
Holdings, Inc. since the NYSE Constitution, which contained provisions 
detailing the NYSE's jurisdiction, was eliminated in the merger.\4\
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    \4\ See Securities Exchange Act Release No. 53382 (February 27, 
2006), 71 FR 11251 (March 6, 2006) (Order Approving File No. SR-
NYSE-2005-77).
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    FINRA, in its filing with the Commission, stated that the FINRA By-
Laws address the powers and authority of the FINRA Board of Governors 
and, together with the Act, set forth FINRA's authority and 
responsibilities as a registered securities association. FINRA further 
stated that its authority to regulate those matters that are addressed 
in NYSE Rule 2A and that are relevant to FINRA's role as a registered 
securities association, such as its jurisdictional authority with 
respect to: (i) Rulemaking; (ii) general supervisory powers over 
members, member organizations and their offices, partnership and 
corporate arrangements, their principal executives, employees and 
approved persons in connection with their conduct of the business of 
member organizations; (iii) ability to discipline members, member 
organizations, principal executives, employees and approved persons in 
connection with their conduct of the business of member organizations; 
and (iv) any and all other functions of members, member organizations, 
principal executives, employees and approved persons in connection with 
the conduct of the business of member organizations, are contained in 
the FINRA By-Laws.
    FINRA further noted that other matters addressed by NYSE Rule 2A 
either are not applicable to the operations of a registered securities 
association that does not operate a listing market or are otherwise 
unique to the NYSE. FINRA stated that the transfer of NYSE Rule 2A to 
the Consolidated FINRA Rulebook was unnecessary and proposed that it be 
eliminated. FINRA advised that it would announce the implementation 
date of the proposed rule change in a Regulatory Notice to be published 
no later than 90 days following Commission approval of the proposed 
rule change and that the operative date of the proposal would be no 
later than 150 days following Commission approval.

III. Commission's Findings

    After carefully considering the proposed rule change, the 
Commission finds that the proposal is consistent with the requirements 
of the Act and the rules and regulations thereunder applicable to a 
national securities association. In particular, the Commission finds 
that the proposal is consistent with Section 15A(b)(6) of the Act,\5\ 
which requires, among other things, that FINRA rules be designed to 
prevent fraudulent and manipulative acts and practices, to promote just 
and equitable principles of trade and, in general, to protect investors 
and the public interest.\6\
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    \5\ 15 U.S.C. 78o-3(b)(6).
    \6\ In approving this proposal, the Commission has considered 
the proposed rule's impact on efficiency, competition, and capital 
formation. See 15 U.S.C. 78c(f).
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    The Commission believes that the proposal will streamline FINRA's 
rulebook by eliminating a rule that is duplicative of provisions of 
FINRA's By-Laws that already are in place for FINRA members and govern 
jurisdictional matters. The Commission notes that NYSE Rule 2A remains 
in NYSE's own rulebook and will continue to apply to NYSE-only members.

IV. Conclusion

    It Is Therefore Ordered, pursuant to Section 19(b)(2) of the 
Act,\7\ that the proposed rule change (SR-FINRA-2011-062), be, and it 
hereby is, approved.
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    \7\ 15 U.S.C. 78s(b)(2).
    \8\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\8\
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2011-32356 Filed 12-16-11; 8:45 am]
BILLING CODE 8011-01-P