[Federal Register Volume 88, Number 191 (Wednesday, October 4, 2023)]
[Notices]
[Pages 68857-68858]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-21941]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-98598; File No. SR-NYSEAMER-2023-47]


Self-Regulatory Organizations; NYSE American LLC; Notice of 
Filing and Immediate Effectiveness of Proposed Rule Change To Amend 
Rule 0 of the General and Floor Rules

September 28, 2023.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby given 
that, on September 27, 2023, the NYSE American LLC (``NYSE American'' 
or the ``Exchange'') filed with the Securities and Exchange Commission 
(the ``Commission'') the proposed rule change as described in Items I 
and II below, which Items have been prepared by the self-regulatory 
organization. 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\ 15 U.S.C. 78a.
    \3\ 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 amend Rule 0 (Regulation of the Exchange 
and its Member Organizations) of the General and Floor Rules to adopt 
new rule text based on based on [sic] Rule 0 (Regulation of the 
Exchange and its Member Organizations) of its affiliate New York Stock 
Exchange LLC. 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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Rule 0 (Regulation of the Exchange 
and its Member Organizations) of the General and Floor Rules to adopt 
new rule text based on Rule 0 (Regulation of the Exchange and its 
Member Organizations) of its affiliate New York Stock Exchange LLC 
(``NYSE''). Specifically, the Exchange proposes a new subsection (d) in 
conformity with NYSE Rule 0(b). NYSE Rule 0(b) is in turn based on 
FINRA Rule 0140(a) (Applicability), Nasdaq Stock Market LLC 
(``Nasdaq'') General 2 (Organization and Administration), Section 6(a), 
and Nasdaq BX, Inc. (``Nasdaq BX'') General 2 (Organization and 
Administration), Section 6(a).\4\
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    \4\ For purposes of this filing, Nasdaq and Nasdaq BX are 
referred to collectively as the ``Nasdaq Exchanges.'' Nasdaq General 
2, Section 6(a) and Nasdaq BX General 2, Section 6(a) are referred 
to collectively as the ``Nasdaq Exchanges' Rules.''
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    NYSE Rule 0(b) provides that the NYSE's rules apply to all member 
organizations and persons associated with a member organization and 
that persons associated with a member organization shall have the same 
duties and obligations as a member organization under the NYSE's rules. 
NYSE Rule 0(b) mirrors FINRA Rule 0140(a) and the versions of FINRA 
Rule 0140(a) adopted by the Nasdaq Exchanges, which similarly provide 
that the rules of those self-regulatory organizations, as applicable, 
apply to all members and persons associated with a member and that 
persons associated with a member shall have the same duties and 
obligations as a member under such rules.\5\ Proposed Rule 0(d) is 
substantively identical to NYSE Rule 0(b).
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    \5\ Under the Exchange's rules, the term member organization 
encompasses both equity permit holders (ETP Holders) and options 
permit holders (ATP Holders). See Rule 1.1E(n) (ETP Holder ``means a 
member organization that has been issued an ETP''); Rule 900.2NY(5) 
(ATP Holder refers to a natural person, sole proprietorship, 
partnership, corporation, limited liability company or other 
organization, in good standing, that has been issued an ATP, and 
references to member, member organization as those terms are used in 
the Rules of the Exchange are deemed references to ATP Holders. ATP 
Holders have status as a ``member'' of the Exchange as that term is 
defined in Section 3 of the Act). By way of comparison, FINRA uses 
the term ``member'' in its rules and NYSE uses the term ``member 
organization.''
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    The Exchange believes that the proposed rule change would improve 
the clarity of the Exchange's rules by reflecting that the Exchange's 
rules apply to persons associated with a member organization and that 
such persons have the same duties and obligations as their Exchange 
member organization employer. A member organization's compliance with 
Exchange rules may depend on the actions of persons associated with the 
member organization. Accordingly, the Exchange believes that the 
proposed rule, which mirrors the rules of its affiliate NYSE, FINRA and 
the Nasdaq Exchanges, would promote consistency in the Exchange's rules 
by expressly providing that the Exchange may enforce its rules with 
respect to persons associated with a member organization, including by 
taking appropriate disciplinary action against such persons for their 
or their member firm's violation of NYSE American rules. The Exchange 
notes that the proposed rule does not contemplate disciplinary action 
against individuals not involved in violations of Exchange rules.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the 
Act,\6\ in general, and furthers the objectives of Section 6(b)(5),\7\ 
in particular, because 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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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(5).
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    The Exchange believes that the proposed rule 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 proposed changes would add clarity to the 
Exchange's rules. As previously noted, the proposed rule text conforms 
to current NYSE Rule 0(b) without change. The Exchange believes that 
adopting separate rule text expressly providing that all Exchange rules 
apply to persons associated with a member organization and that such 
persons have the same duties and

[[Page 68858]]

obligations as their Exchange member organization employer would 
benefit market participants by providing increased clarity regarding 
the Exchange's ability to enforce compliance with its rules by persons 
associated with a member organization, thereby reducing any potential 
confusion with respect to the Exchange's interpretation or application 
of its rules. Adding these clarifying statements to the Exchange's 
rules would also further the goals of transparency and consistency 
across the Exchange's rules and would provide greater harmonization 
between Exchange rules and the rules of NYSE, FINRA and the Nasdaq 
Exchanges, resulting in less burdensome and more efficient regulatory 
compliance. For the same reasons, the addition of the proposed rule 
text would protect investors and the public interest and would 
therefore be consistent with Section 6(b)(5) \8\ of the Act. The 
proposed rule change would accordingly foster cooperation and 
coordination with persons engaged in facilitating transactions in 
securities and will remove impediments to and perfect the mechanism of 
a free and open market and a national market system.
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    \8\ 15 U.S.C. 78f(b)(5).
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    Finally, the Exchange believes that the proposed change would be 
consistent with Section 6(b)(1) \9\ of the Act because it would provide 
increased clarity regarding the Exchange's ability to enforce 
compliance with its rules by persons associated with a member 
organization, thereby reducing any potential confusion with respect to 
the Exchange's interpretation or application of its rules. As such, the 
proposed change would enable the Exchange to be so organized as to have 
the capacity to be able to enforce compliance by its exchange members 
and persons associated with its exchange members with the provisions of 
the Act, the rules and regulations thereunder, and the rules of the 
Exchange, consistent with Section 6(b)(1) \10\ of the Act.
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    \9\ 15 U.S.C. 78f(b)(1).
    \10\ 15 U.S.C. 78f(b)(1).
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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 that is not necessary or appropriate 
in furtherance of the purposes of the Act. The proposed rule change is 
not intended to address competitive issues but rather is concerned 
solely with adding clarity and transparency to the Exchange's rules and 
providing greater harmonization with the rules of its affiliate NYSE 
and the approved rules of FINRA and the Nasdaq Exchanges.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \11\ and Rule 19b-4(f)(6) \12\ thereunder. 
Because the 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 prior to 
30 days from the date on which it was filed, or such shorter time as 
the Commission may designate, if consistent with the protection of 
investors and the public interest, the proposed rule change has become 
effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(f)(6)(iii) thereunder.
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    \11\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \12\ 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, along 
with a brief description and text of 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 such 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 under 
Section 19(b)(2)(B) \13\ of the Act to determine whether the proposed 
rule change should be approved or disapproved.
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    \13\ 15 U.S.C. 78s(b)(2)(B).
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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 (https://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
file number SR-NYSEAMER-2023-47 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-NYSEAMER-2023-47. 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 (https://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 
a.m. and 3 p.m. Copies of the filing also will be available for 
inspection and copying at the principal office of the Exchange. Do not 
include personal identifiable information in submissions; you should 
submit only information that you wish to make available publicly. We 
may redact in part or withhold entirely from publication submitted 
material that is obscene or subject to copyright protection. All 
submissions should refer to file number SR-NYSEAMER-2023-47 and should 
be submitted on or before October 25, 2023.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
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    \14\ 17 CFR 200.30-3(a)(12).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-21941 Filed 10-3-23; 8:45 am]
BILLING CODE 8011-01-P