[Federal Register Volume 82, Number 177 (Thursday, September 14, 2017)]
[Notices]
[Pages 43261-43262]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2017-19477]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81555; File No. SR-ISE-2017-80]


Self-Regulatory Organizations; Nasdaq ISE, LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change To Delay 
Implementation of SR-ISE-2017-32

September 8, 2017.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given 
that on August 28, 2017, Nasdaq ISE, LLC (``ISE'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``SEC'' or 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the Exchange. The 
Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Exchange proposes to delay the implementation of SR-ISE-2017-
32, and to make non-substantive, technical amendments to the new By-
Laws filed as part of that rule change proposal.
    The text of the proposed rule change is available on the Exchange's 
Web site at www.ise.com, at the principal office of the Exchange, 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, the Exchange 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. The Exchange has prepared summaries, set forth in 
sections A, B, and C below, of the most significant aspects of such 
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposal is to delay the implementation of SR-
ISE-2017-32 (hereinafter, ``Governance Proposal'') and to make non-
substantive, technical amendments to the new By-Laws filed as part of 
that rule change. The changes are described in detail below.
    The Exchange received approval of its Governance Proposal on July 
31, 2017.\3\ Within that rule change, the Exchange proposed to 
implement the Governance Proposal no later than by the end of the third 
quarter of 2017 (i.e., by September 30, 2017).\4\ The Exchange notes 
that its affiliates, Nasdaq GEMX, LLC and Nasdaq MRX, LLC have 
submitted or will submit nearly identical proposed rule changes, but 
stated or will state in their proposals that they intend to implement 
the proposed rule changes no later than by the end of the fourth 
quarter of 2017 (i.e., by December 31, 2017).\5\ As such, the Exchange 
proposes to delay the implementation of the Governance Proposal from a 
date no later than September 30, 2017 to a date no later than December 
31, 2017 in order to align the implementation of the Governance 
Proposal with its affiliates. The Exchange will announce the specific 
date in advance through a Regulatory Alert.
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    \3\ See Securities Exchange Act Release No. 81263 (July 31, 
2017), 82 FR 36497 (August 4, 2017) (SR-ISE-2017-32) (hereinafter, 
``Governance Approval Order'').
    \4\ Id.
    \5\ See Securities Exchange Act Release No. 81422 (August 17, 
2017), 82 FR 40026 (August 23, 2017) (SR-GEMX-2017-37) (Notice of 
Filing of Proposed Rule Change to Adopt New Corporate Governance).
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    The Exchange also proposes to make minor clarifications to the 
proposed By-Laws that were filed as part of the Governance Proposal. 
First, the Exchange proposes to amend the last sentence in proposed By-
Law Article III, Section 5(c) by changing the current reference therein 
to Rule 4200 of the Rules of the NASDAQ Stock Market LLC to Rule 5605. 
The definition of ``independent director'' is set forth in Rule 5605 of 
the NASDAQ Stock Market LLC, and not Rule 4200, so the Exchange seeks 
to correct this reference in its proposed By-Laws. The Exchange also 
proposes to correct certain typos in the same sentence to indicate that 
the portion therein that starts with ``the Regulatory Oversight 
Committee shall consist of three members . . .'' is a separate, new 
sentence.
    In addition, the Exchange proposes to replace the first sentence in 
proposed By-Law Article VIII, Section 1 with the following: ``These By-
Laws may be altered, amended, or repealed, or new By-Laws may be 
adopted, by a resolution adopted by the Board at any regular or special 
meeting of the Board or a written agreement executed and delivered by 
the Company Member.'' By-Law Article VIII, Section 1, which contains 
By-Law amendment provisions, is intended to authorize amendments to the 
By-Laws by either the Company Member (i.e., International Securities 
Exchange Holdings, Inc.) or the majority of the Exchange's Board of 
Directors.\6\ For one, Section 1's title itself states ``By the Company 
Member or Board'' to indicate that either the Company Member or the 
Board is authorized to amend the proposed By-

[[Page 43262]]

Laws in the manner set forth in Section 1. Furthermore, the Exchange 
has always intended to allow amendments to the By-Laws by either the 
Company Member or the Board, as evidenced by the discussions of this 
provision in both the Governance Approval Order and Notice of 
Filing.\7\ The existing language in Section 1 itself, however, provides 
that the By-Laws may be amended by the Company Member and by the 
majority of the Exchange's Board of Directors, so the Exchange is now 
seeking to make the non-substantive change from ``and'' to ``or'' in 
Section 1 to reflect the rule's original intent.
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    \6\ See Governance Approval Order at 36504 and accompanying 
footnote 113. See also Securities Exchange Act Release No. 80530 
(April 26, 2017), 82 FR 20508 (May 2, 2017) (SR-ISE-2017-32) 
(hereinafter, ``Notice of Filing'') at 20521. The Exchange states in 
both the Governance Approval Order and Notice of Filing that 
amendments to the proposed By-Laws may be enacted by ``either the 
Sole LLC Member or the vote of a majority of the whole Board.''
    \7\ Id.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with Section 
6(b) of the Act,\8\ in general, and furthers the objectives of Section 
6(b)(5) of the Act,\9\ in particular, in that it is designed to promote 
just and equitable principles of trade, to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, and, in general to protect investors and the public interest, 
by permitting the Exchange to align the implementation date of its 
Governance Proposal with its affiliates Nasdaq GEMX, LLC and Nasdaq 
MRX, LLC, and to make non-substantive corrections to the proposed By-
Laws. The Exchange's proposal does not significantly affect the 
protection of investors or the public interest because this proposal 
does not make any substantive changes to the Governance Proposal 
itself; the only changes are to extend the implementation date and to 
make non-substantive corrections to the proposed By-Laws, as discussed 
above. As noted above, the Exchange will provide advance notice to 
members with respect to the specific implementation date through a 
Regulatory Alert. In addition, the Exchange believes that the non-
substantive amendments to the By-Laws proposed herein will alleviate 
potential confusion as to the applicability of the Exchange's rules, 
which will protect investors and the public interest.
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition not necessary or appropriate in 
furtherance of the purposes of the Act. The Exchange's proposal does 
not impose any significant burden on competition because the Governance 
Proposal and the proposed non-substantive changes to the By-Laws will 
apply to all market participants in a uniform manner once implemented.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were either solicited or received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \10\ and 
subparagraph (f)(6) of Rule 19b-4 thereunder.\11\
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    \10\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6) 
requires a self-regulatory organization to give the Commission 
written notice of its intent to file the proposed rule change at 
least five business days prior to the date of filing of the proposed 
rule change, or such shorter time as designated by the Commission. 
The Exchange has satisfied this requirement.
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is: (i) 
Necessary or appropriate in the public interest; (ii) for the 
protection of investors; or (iii) otherwise in furtherance of the 
purposes of the Act. If the Commission takes such action, the 
Commission shall institute proceedings to determine whether the 
proposed rule should be approved or disapproved.

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 email to [email protected]. Please include 
File Number SR-ISE-2017-80 on the subject line.

Paper Comments

     Send paper comments in triplicate to Brent J. Fields, 
Secretary, Securities and Exchange Commission, 100 F Street NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-ISE-2017-80. This file 
number should be included on the subject line if email 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 Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of such filing also will be available 
for inspection and copying at the principal office of the Exchange. 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-ISE-2017-80, and should be 
submitted on or before October 5, 2017.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-19477 Filed 9-13-17; 8:45 am]
 BILLING CODE 8011-01-P