[Federal Register Volume 88, Number 218 (Tuesday, November 14, 2023)]
[Notices]
[Pages 78071-78073]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-25009]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-98874; File No. SR-NYSE-2023-39]
Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Amend Rules 9521 and 9522 To Correct Obsolete References to a FINRA
Department
November 7, 2023.
Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (``Act'') and Rule 19b-4 thereunder,\2\ notice is hereby given
that on October 26, 2023, 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 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\ 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 Rules 9521 (Purposes and
Definitions) and 9522 (Initiation of Eligibility Proceeding; Member
Regulation Consideration) to correct an obsolete reference to a
department of the Financial Industry Regulatory Authority, Inc.
(``FINRA''). 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.
[[Page 78072]]
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 proposes to amend Rules 9521 (Purposes and
Definitions) and 9522 (Initiation of Eligibility Proceeding; Member
Regulation Consideration) to correct an obsolete reference to a FINRA
department.
Background and Proposed Rule Change
In 2013, the NYSE adopted disciplinary rules that are, with certain
exceptions, substantially the same as the FINRA Rule 8000 Series and
Rule 9000 Series, and which set forth rules for conducting
investigations and enforcement actions.\3\ The NYSE disciplinary rules
were implemented on July 1, 2013.\4\
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\3\ See Securities Exchange Act Release No. 68678 (January 16,
2013), 78 FR 5213 (January 24, 2013) (SR-NYSE-2013-02) (``2013
Notice''); Release No. 69045 (March 5, 2013), 78 FR 15394 (March 11,
2013) (SR-NYSE-2013-02) (``2013 Approval Order'').
\4\ See NYSE Information Memorandum 13-8 (May 24, 2013).
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In adopting disciplinary rules modeled on FINRA's rules, the NYSE
adopted the procedures set forth in the Rule 9520 Series for a covered
person to become or remain associated with a member organization
notwithstanding the existence of a statutory disqualification as
defined in Section 3(a)(39) of the Act, and for a current member
organization or covered person to obtain relief from the eligibility or
qualification requirements of the Exchange's Rules, which the rule
refers to as ``eligibility proceedings.'' Rule 9521 sets forth certain
definitions relating to eligibility proceedings. Rule 9521(b)(1)
defines the term ``Application'' to mean FINRA's Form MC-400 for
covered persons or Form MC-400A for member organizations filed with
FINRA's Department of Registration and Disclosure (abbreviated as
``RAD'' in the Exchange's rules). Rule 9522, which governs initiation
of an eligibility proceeding by the Exchange, contains references to
RAD in subdivisions (b)(1), (c) and (e)(3)(A).
In 2020, FINRA changed RAD's name to ``Credentialing, Registration,
Education and Disclosure'' (abbreviated as ``CRED'' in FINRA's rules)
and amended, among others, FINRA Rules 9521 and 9522 to reflect the
name change.\5\ The Exchange proposes to conform the references in the
Exchange's rules. To effectuate this change, the Exchange would retain
the reference to ``FINRA's Department'' in Rule 9521(b)(1) and change
the capital ``D'' in department to lowercase. The Exchange would
replace ``Registration and Disclosure (`RAD')'' in Rule 9521(b)(1) with
``Credentialing, Registration, Education and Disclosure (`CRED')''. The
Exchange would also replace ``RAD'' with ``CRED'' in Rules 9522(b)(1)
(one reference), (c) (two references) and (e)(3)(A) (one reference).
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\5\ See Securities Exchange Act Release No. 90344 (November 4,
2020), 85 FR 71695 (November 10, 2020) (SR-FINRA-2020-039) (Notice
of Filing and Immediate Effectiveness of a Proposed Rule Change To
Amend FINRA Rules To Reflect Name Changes to Two FINRA Departments:
The Office of Dispute Resolution and the Department of Registration
and Disclosure).
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2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b)(5) of the Exchange Act,\6\ in 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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\6\ 15 U.S.C. 78f(b)(5).
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The Exchange believes that the proposed change to Rules 9521 and
9522 to update and replace obsolete references to a FINRA department
would increase the clarity and transparency of the Exchange's rules and
remove impediments to and perfect the mechanism of a free and open
market by ensuring that persons subject to the Exchange's jurisdiction,
regulators, and the investing public could more easily navigate and
understand the Exchange rules. The Exchange further believes that the
proposed change would not be inconsistent with the public interest and
the protection of investors because investors will not be harmed and in
fact would benefit from increased clarity, thereby reducing potential
confusion.
B. Self-Regulatory Organization's Statement on Burden on Competition
In accordance with Section 6(b)(8) of the Act,\7\ the Exchange
believes that the proposed rule change would not 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 is rather concerned with deleting and
replacing obsolete references in its rules. Since the proposal does not
substantively modify system functionality or processes on the Exchange,
the proposed changes will not impose any burden on competition.
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\7\ 15 U.S.C. 78f(b)(8).
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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) of the Act \8\ and Rule 19b-4(f)(6) \9\ thereunder. 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) of the Act \10\ and Rule 19b-4(f)(6) \11\ thereunder.
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\8\ 15 U.S.C. 78(b)(3)(A).
\9\ 17 CFR 240.19b-4(f)(6).
\10\ 15 U.S.C. 78s(b)(3)(A).
\11\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the Exchange to give the Commission written notice of the
Exchange's 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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A proposed rule change filed under Rule 19b-4(f)(6) \12\ normally
does not become operative prior to 30 days after the date of the
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\13\ the Commission
may designate a shorter time if such action is consistent with
protection of investors and the public interest. The Exchange has asked
the Commission to waive the 30-day operative delay so that the proposed
rule change may become operative immediately upon filing. The
Commission believes that waving the 30-day operative delay is
consistent with the protection of investors and the public interest,
because it will allow the Exchange to correct obsolete references to a
FINRA department in its rule text. Accordingly, the Commission
designates the proposed rule change to be operative upon filing.\14\
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\12\ 17 CFR 240.19b-4(f)(6).
\13\ 17 CFR 240.19b-4(f)(6)(iii).
\14\ For purposes only of waiving the 30-day operative delay,
the Commission also has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
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[[Page 78073]]
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 will institute proceedings to
determine whether the proposed rule change 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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
file number SR-NYSE-2023-39 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-2023-39. 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-NYSE-2023-39 and should be
submitted on or before December 5, 2023.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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\15\ 17 CFR 200.30-3(a)(12), (59).
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Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-25009 Filed 11-13-23; 8:45 am]
BILLING CODE 8011-01-P