[Federal Register Volume 84, Number 103 (Wednesday, May 29, 2019)]
[Notices]
[Pages 24853-24854]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2019-11108]
[[Page 24853]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-85913; File No. SR-NYSE-2019-27]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend the Independence Policy of the Board of Directors of the Exchange
May 22, 2019.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on May 13, 2019, New York Stock Exchange LLC (``NYSE'' or the
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The Exchange
filed the proposal as a ``non-controversial'' proposed rule change
pursuant to Section 19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-
4(f)(6) thereunder.\4\ 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.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 240.19b-4(f)(6).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend the Independence Policy of the Board
of Directors of the Exchange (``Independence Policy'') by removing
obsolete and unused references and making other non-substantive
changes. The proposed rule change is available on the Exchange's
website at www.nyse.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 self-regulatory organization
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 those 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 parts of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to amend the Independence Policy by removing
obsolete and unused references and making other non-substantive
changes.
Pursuant to rule changes, NYSE American LLC (``NYSE American'') no
longer has allied members \5\ and NYSE Arca, Inc. (``NYSE Arca'') no
longer has allied persons.\6\ Accordingly, the Exchange proposes to
delete the obsolete references to allied members and allied persons in
the Independence Policy. Specifically, it proposes to:
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\5\ See Securities Exchange Act Release No. 84724 (December 6,
2018), 83 FR 63969 (December 12, 2018) (SR-NYSEAMER-2018-54) (notice
of filing and immediate effectiveness of proposed amendments to the
NYSE American rules to delete references to the term ``Allied
Member'').
\6\ See Securities Exchange Act Release No. 84857 (December 19,
2018), 83 FR 66824 (December 27, 2018) (SR-NYSEARCA-2018-97) (notice
of filing and immediate effectiveness of proposed amendments to
delete references to the term ``Allied Person'' from the NYSE Arca
rules).
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Delete the following text from category 1(b) of
``Independence Qualifications'': `` `allied members' (as defined in
Rule 23 of NYSE American LLC), `allied persons' (as defined in Rule
1.1(b) of NYSE Arca, Inc.''; and
Delete the references to allied members and allied persons
from the title ``Members, Allied Members, Allied Persons and Approved
Persons'' and the accompanying paragraph.
The Exchange proposes to revise statement 5 under ``Independence
Qualifications'' to delete the references to NYSE Arca and the Chicago
Stock Exchange, Inc. (now NYSE Chicago, Inc. (``NYSE Chicago'')), as
under the proposed changes they are not referenced by name elsewhere in
the text.\7\ The Exchange would add ``or'' before ``NYSE National,
Inc.''
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\7\ Each of NYSE Arca and NYSE Chicago would continue to be an
``Exchange'' as defined in the Independence Policy under
``Purpose.''
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In a non-substantive administrative change, the Exchange proposes
to add the title ``Approval and Adoption'' and a sentence setting forth
the dates that the Board of Directors of the Exchange approved and
adopted the Independence Policy and the date it became effective.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act \8\ in general, and with Section
6(b)(5) in particular,\9\ because the proposed rule change would be
consistent with and facilitate a governance and regulatory structure
that it is designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to foster
cooperation and coordination with persons engaged in facilitating
transactions in securities, 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.
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\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed change would remove
impediments to and perfect the mechanism of a free and open market and
a national market system and, in general, protect investors and the
public interest because the changes would remove obsolete references to
allied persons and allied members, thereby adding clarity and
transparency to the Independence Policy by removing any confusion that
may result if the Independence Policy retained such obsolete
references. Similarly, it would make the Independence Policy more
consistent with the rules of NYSE American and NYSE Arca, thereby
ensuring that persons subject to the Exchange's jurisdiction,
regulators, and the investing public can more easily navigate and
understand the Independence Policy.
The Exchange believes that the proposed amendments to the
Independence Policy would remove impediments to and perfect the
mechanism of a free and open market and a national market system by
adding clarity and transparency to the Independence Policy through
removing unused references to NYSE Arca and NYSE Chicago. Each of NYSE
Arca and NYSE Chicago would continue to be an ``Exchange'' as defined
in the Independence Policy under ``Purpose.'' Similarly, the Exchange
believes that adding the date on which the Independence Policy was
approved and adopted and the date on which it became effective would
add clarity and transparency to the Independence Policy. The Exchange
further believes that market participants would benefit from the
increased clarity, thereby reducing potential confusion.
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 that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act.
[[Page 24854]]
The proposed rule change is not intended to address competitive issues
but rather is concerned solely with amending the Independence Policy to
remove obsolete references and make other non-substantive changes.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were solicited or received with respect to the
proposed rule change.
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 after the date of the filing, or such
shorter time as the Commission may designate, it has become effective
pursuant to 19(b)(3)(A) of the Act \10\ and Rule 19b-4(f)(6) \11\
thereunder.
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\10\ 15 U.S.C. 78s(b)(3)(A).
\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 necessary or
appropriate in the public interest, for the protection of investors, or
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-NYSE-2019-027 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSE-2019-027. 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 website (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 website 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 the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-NYSE-2019-027 and should be submitted on
or before June 19, 2019.
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,
Deputy Secretary.
[FR Doc. 2019-11108 Filed 5-28-19; 8:45 am]
BILLING CODE 8011-01-P