[Federal Register Volume 89, Number 67 (Friday, April 5, 2024)]
[Notices]
[Pages 24075-24077]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-07216]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-99881; File No. SR-NYSEARCA-2024-30]
Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Amend Rule 7.4-E
April 1, 2024.
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 March 25, 2024, NYSE Arca, Inc. (``NYSE Arca'' 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\ 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 7.4-E (Ex-Dividend or Ex-Right
Dates) to conform to amendments to Rule 15c6-1(a) of the Act to shorten
the standard settlement cycle for most broker-dealer transactions from
two business days after the trade date (``T+2'') to one business day
after the trade date (``T+1''). 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
On March 6, 2023, the Commission adopted amendments to Rule 15c6-
1(a) of the Act to shorten the standard settlement cycle for most
broker-dealer transactions from T+2 to T+1.\3\ Accordingly, the
Exchange proposes to amend Rule 7.4-E to conform with the amendments to
Rule 15c6-1(a) and reflect a standard settlement cycle of T+1.
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\3\ See Securities Exchange Act Release No. 96930, 88 FR 13872
(March 6, 2023) (``T+1 Adopting Release'').
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Rule 7.4-E currently provides that transactions in stocks traded
``regular way'' are generally ``ex-dividend'' or ``ex-rights'' on the
business day preceding the record date fixed by the company or the date
of the closing of transfer books. The rule further provides that, if
the record date or closing of transfer books occur on a day other than
a business day, transactions would be ``ex-dividend'' or ``ex-rights''
on the second preceding business day.
The Exchange proposes to amend Rule 7.4-E to provide, in conformity
[[Page 24076]]
with the transition to a T+1 settlement cycle, that transactions in
stocks traded ``regular way'' generally will be ``ex-dividend'' or
``ex-rights'' on the record date fixed by the company or the date of
the closing of transfer books, or if the record date or closing of
transfer books occur on a day other than a business day, on the
preceding business day.
Implementation
The Exchange proposes that the operative date of this proposed rule
change will be Tuesday, May 28, 2024, which is the compliance date
specified in the T+1 Adopting Release, or such later date as may be
announced by the Commission for compliance with the amendments to Rule
15c6-1(a) set forth in the T+1 Adopting Release.\4\ With the
implementation of the T+1 settlement cycle and as described in the
proposed changes outlined above, the ex-dividend date for ``normal''
distributions will be the same business day as the record date.
Accordingly, the Exchange proposes that Wednesday, May 29, 2024 would
be the first date to which the proposed rules described herein would
apply (i.e., the first record date to which the new ex-dividend date
rationale will be applied). During the implementation of the T+1
settlement cycle, the Exchange proposes that the ex-dividend dates will
be as follows:
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\4\ See id.
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Record date Ex-dividend date
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May 24, 2024.............................. May 23, 2024.
May 28, 2024.............................. May 24, 2024.
May 29, 2024.............................. May 29, 2024.
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A record date of Friday, May 24, 2024 would be a date prior to the
effective date of the amendments to Rule 15c6-1(a) of the Act to
shorten the standard settlement cycle for most broker-dealer
transactions from T+2 to T+1.\5\ The rules described above would apply
to this record date in their current form and, thus, the ``ex-dividend
date'' would be the first business day preceding the record date or
Thursday, May 23, 2024. Monday, May 27, 2024 is Memorial Day, which is
an Exchange holiday; accordingly, there would be no record date on a
holiday. A record date of Tuesday, May 28, 2024 would also fall under
the Exchange's current rules, and the first business day preceding such
record date would be Friday, May 24, 2024. On Wednesday, May 29, 2024,
the proposed rules described above would apply, such that, for the
record date of May 29, 2024, the ``ex-dividend date'' would be the same
business day.
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\5\ See note 3, supra.
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The Exchange will issue a Trader Notice regarding the
implementation of the proposed rule change and T+1 settlement cycle,
which date would correspond with the industry-led transition to a T+1
standard settlement, and the compliance date of the Commission's
amendment of Rule 15c6-1(a) of the Act to require standard settlement
no later than T+1.
2. Statutory Basis
The Exchange believes that 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) of the Act,\7\ in particular, because it
is designed to prevent fraudulent and manipulative acts and practices,
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in regulating, clearing,
settling, processing information with respect to, and 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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In particular, the proposed rule change would amend the Exchange's
rules to reflect a standard settlement cycle of T+1, in support of the
industry-led initiative to shorten the settlement cycle to one business
day. Moreover, the proposed rule change is consistent with the
Commission's amendments to Rule 15c6-1(a) of the Act to require
standard settlement no later than T+1. The Exchange believes that the
proposed rule change would provide regulatory certainty to facilitate
the industry-led move to a T+1 settlement cycle. The Exchange further
believes that, by shortening the time period for settlement of most
securities transactions, the proposed rule change would protect
investors and the public interest by reducing the number of unsettled
trades in the clearance and settlement system at any given time,
thereby reducing the risk inherent in settling securities transactions
to clearing corporations, their members, and public investors.
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 change is not
designed to address any competitive issue, but rather to support the
industry's transition to a T+1 regular-way settlement cycle in
conformity with the Commission's amendment of Rule 15c6-1(a). The
proposed change amends the Exchange's rules pertaining to securities
settlement, which rules would apply uniformly to all contracts for the
purchase or sale of a security (other than exempted securities) that
provide for payment of funds and delivery of securities that occur on
the Exchange or other self-regulatory organizations, and is intended to
facilitate the industry-wide transition to a T+1 settlement cycle. The
Exchange also believes that the proposed rule change will serve to
promote clarity and consistency in its rules, thereby reducing burdens
on the marketplace and facilitating investor protection. Accordingly,
the Exchange believes that the proposed changes do not impose any
burden on competition other than that necessary to implement the
amendments to Rule 15c6-1(a) of the Act as set forth in the T+1
Adopting Release.\8\
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\8\ See note 3, supra.
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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
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 and Rule
19b-4(f)(6) thereunder.
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.
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.
[[Page 24077]]
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-NYSEARCA-2024-30 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-NYSEARCA-2024-30. 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-NYSEARCA-2024-30 and should
be submitted on or before April 26, 2024.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024-07216 Filed 4-4-24; 8:45 am]
BILLING CODE 8011-01-P