Self-Regulatory Organizations; International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Add a Reference to Exchange Act Rule 10C-1 in the Exchange's Rules Concerning Unlisted Trading Privileges, 61364-61365 [2014-24208]
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61364
Federal Register / Vol. 79, No. 197 / Friday, October 10, 2014 / Notices
2014–047 and should be submitted on
or before October 31, 2014.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.13
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–24206 Filed 10–9–14; 8:45 am]
BILLING CODE 8011–01–P
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–73308; File No. SR–ISE–
2014–45]
1. Purpose
Self-Regulatory Organizations;
International Securities Exchange,
LLC; Notice of Filing and Immediate
Effectiveness of Proposed Rule
Change To Add a Reference to
Exchange Act Rule 10C–1 in the
Exchange’s Rules Concerning Unlisted
Trading Privileges
October 6, 2014.
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
September 22, 2014 the International
Securities Exchange, LLC (the
‘‘Exchange’’ or the ‘‘ISE’’) filed with the
Securities and Exchange Commission
the proposed rule change, as described
in Items I, II, and III below, which items
have been prepared by the selfregulatory organization. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
mstockstill on DSK4VPTVN1PROD with NOTICES
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
The ISE proposes to add language to
Rule 2101(a), entitled ‘‘Unlisted Trading
Privileges,’’ that will make clear that the
Exchange will not list equity securities
without first ensuring that its rules
comply with Rule 10C–1 under the Act
(‘‘Rule 10C–1’’).3 The text of the
proposed rule change is available on the
Exchange’s Web site (https://
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
self-regulatory organization included
13 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 17 CFR 240.10C–1.
1 15
VerDate Sep<11>2014
17:09 Oct 09, 2014
Jkt 235001
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 self-regulatory organization has
prepared summaries, set forth in
sections A, B and C below, of the most
significant aspects of such statements.
The Exchange is proposing to add
language to Rule 2101(a), which will
clarify the fact that the Exchange will
not list equity securities without first
ensuring that Exchange Rules comply
with Rule 10C–1, as described below.4
On March 30, 2011, to implement
Section 10C of the Act,5 as added by
Section 952 of the Dodd-Frank Wall
Street Reform and Consumer Protection
Act of 2010 (‘‘Dodd-Frank Act’’),6 the
Commission proposed Rule 10C–1
under the Act,7 which directs each
national securities exchange to prohibit
the listing of any equity security of any
issuer, with certain exceptions, that
does not comply with the rule’s
requirements regarding compensation
committees of listed issuers and related
requirements regarding compensation
advisers. On June 20, 2012, the
Commission adopted Rule 10C–1.8 Rule
10C–1 obligates the Exchange to
establish listing standards that require
each member of a listed issuer’s
compensation committee to be a
member of the issuer’s board and to be
independent, as well as establish certain
factors that an issuer must consider
when evaluating the independence of a
director.9 Rule 10C–1 also requires the
Exchange to establish standards for
evaluating the independence of a
compensation consultant, legal counsel,
or other adviser (‘‘Compensation
Consultant’’) and requires a Company to
provide funding to a compensation
committee to retain such Compensation
Consultant.10
4 Id.
5 15
U.S.C. 78j–3.
Law 111–203, 124 Stat. 1900 (2010).
7 See Securities Act Release No. 9199, Securities
Exchange Act Release No. 64149 (March 30, 2011),
76 FR 18966 (April 6, 2011) (‘‘Rule 10C–1
Proposing Release’’).
8 See Securities Act Release No. 9330, Securities
Exchange Act Release No. 67220 (June 20, 2012), 77
FR 38422 (June 27, 2012) (‘‘Rule 10C–1 Adopting
Release’’).
9 17 CFR 240.10C–1.
10 Id.
6 Public
PO 00000
Frm 00090
Fmt 4703
Sfmt 4703
The Exchange does not currently list
any equity securities as a primary listing
market. Consistent with this fact,
Exchange Rule 2101(a) currently states
that all equity securities traded on the
ISE Stock Exchange 11 are traded
pursuant to unlisted trading privileges
and that the Exchange will not list any
such securities before first filing and
obtaining Commission approval of rules
that incorporate qualitative listing
criteria and comply with Rule 10A–3
under the Act.12 To make clear the
Exchange’s intention to comply with the
requirements of Rule 10C–1, the
Exchange proposes to amend Rule
2101(a) to state that no equity securities
will be listed on the ISE Stock Exchange
until Exchange Rules have been
amended to also comply with Rule 10C–
1. Because the Exchange does not
presently list any equity securities, the
Exchange does not believe it is
necessary to make any further
amendments in response Section 952 of
the Dodd-Frank Act at this time.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with the
requirements of the Act and the rules
and regulations thereunder that are
applicable to a national securities
exchange, and, in particular, with the
requirements of Section 6(b) of the
Act.13 Specifically, the proposal is
consistent with Section 6(b)(5) of the
Act,14 which requires exchange rules to
promote just and equitable principles of
trade, 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. The
Exchange believes the proposed rule
change fulfills these requirements
because it will add language to Rule
2101(a) that clarifies the fact that the
Exchange will not list equity securities
without first ensuring that its rules
comply with Rule 10C–1, which
implements Section 10C of the Act.15
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange believes the proposal is
consistent with Section 6(b)(8) of the
Act 16 in that it does not impose any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act. The
Exchange notes that the proposed rule
11 The ISE Stock Exchange is the Exchange’s
facility for trading equity securities.
12 17 CFR 240.10A–3.
13 15 U.S.C. 78f(b).
14 15 U.S.C. 78f(b)(5).
15 15 U.S.C. 78j–3.
16 15 U.S.C. 78f(b)(8).
E:\FR\FM\10OCN1.SGM
10OCN1
Federal Register / Vol. 79, No. 197 / Friday, October 10, 2014 / Notices
change will merely clarify the fact that
Exchange Rules must comply with Rule
10C–1 under the Act before any listing
of equity securities on the Exchange
becomes effective. Thus, the rule change
will not impose any burden on
intermarket or intramarket competition.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
The Exchange has not solicited, and
does not intend to solicit, comments on
this proposed rule change. The
Exchange has not received any
unsolicited written comments from
members or other interested parties.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The Exchange believes that the
foregoing proposed rule change may
take effect upon filing with the
Commission pursuant to
Section19(b)(3)(A) 17 of the Act and Rule
19b–4(f)(6) thereunder 18 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 its filing date, or such
shorter time as the Commission may
designate.
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:
mstockstill on DSK4VPTVN1PROD with NOTICES
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number
SR–ISE–2014–45 on the subject line.
17 15
18 17
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6).
VerDate Sep<11>2014
17:09 Oct 09, 2014
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–ISE–2014–45. 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 (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 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–
2014–45, and should be submitted on or
before October 31, 2014.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.19
Kevin M. O’Neill,
Deputy Secretary.
[FR Doc. 2014–24208 Filed 10–9–14; 8:45 am]
BILLING CODE 8011–01–P
SMALL BUSINESS ADMINISTRATION
Data Collection Available for Public
Comments
60-day notice and request for
comments.
ACTION:
The Small Business
Administration (SBA) intends to request
approval from the Office of Management
and Budget (OMB) for the collection of
information described below. The
SUMMARY:
19 17
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PO 00000
CFR 200.30–3(a)(12).
Frm 00091
Fmt 4703
Sfmt 4703
61365
Paperwork Reduction Act (PRA) of
1995, 44 U.S.C. Chapter 35 requires
federal agencies to publish a notice in
the Federal Register concerning each
proposed collection of information
before submission to OMB, and to allow
60 days for public comment in response
to the notice. This notice complies with
that requirement.
DATES: Submit comments on or before
December 9, 2014.
ADDRESSES: Send all comments to Erin
Kelley, Director of Research & Policy,
National Women’s Business Council,
Small Business Administration, 5th
Floor, Washington, DC 20416.
FOR FURTHER INFORMATION CONTACT: Erin
Kelley, Director of Research & Policy,
National Women’s Business Council,
202–205–6826, erin.kelley@nwbc.gov, or
Curtis B. Rich, Management Analyst,
202–205–7030, curtis.rich@sba.gov.
SUPPLEMENTARY INFORMATION: The
National Women’s Business Council
(NWBC) is a non-partisan federal
advisory council that serves as an
independent source of advice and
counsel to the President, Congress, and
the Small Business Administration on
economic issues of importance to
women business owners. Members of
the Council are prominent women
business owners and leaders of women’
business organizations.
As part of NWBC’s annual research
into issues affecting women business
owners, this year NWBC has chosen to
examine how women participate in
business incubation and acceleration
programs. The goal is to understand the
characteristics of incubators and
accelerators that affect the business
outcomes of female entrepreneurs. In
addition, NWBC hopes to gain insights
into the factors, both structural and
individual, that affect women’s
participation in incubator and
accelerator programs. To accomplish
this, NWBC has acquired the services of
a research firm to conduct a crosssectional survey of female entrepreneurs
and managers of business incubators
and accelerators to better understand
female participation in, utilization of,
and outcomes derived from incubation
and acceleration programs. The survey
will consist of three separate
questionnaires targeting female
entrepreneurs who have not
participated in business incubation or
acceleration programs, female
entrepreneurs who have participated in
business incubation or acceleration
programs, and managers representing
business incubators and accelerators.
Each questionnaire will take between 12
and 18 minutes to complete (see below
for the estimated burden analysis of
E:\FR\FM\10OCN1.SGM
10OCN1
Agencies
[Federal Register Volume 79, Number 197 (Friday, October 10, 2014)]
[Notices]
[Pages 61364-61365]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-24208]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-73308; File No. SR-ISE- 2014-45]
Self-Regulatory Organizations; International Securities Exchange,
LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule
Change To Add a Reference to Exchange Act Rule 10C-1 in the Exchange's
Rules Concerning Unlisted Trading Privileges
October 6, 2014.
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 September 22, 2014 the International Securities Exchange, LLC
(the ``Exchange'' or the ``ISE'') filed with the Securities and
Exchange Commission the proposed rule change, as described in Items I,
II, and III 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.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change
The ISE proposes to add language to Rule 2101(a), entitled
``Unlisted Trading Privileges,'' that will make clear that the Exchange
will not list equity securities without first ensuring that its rules
comply with Rule 10C-1 under the Act (``Rule 10C-1'').\3\ The text of
the proposed rule change is available on the Exchange's Web site
(https://www.ise.com), at the principal office of the Exchange, and at
the Commission's Public Reference Room.
---------------------------------------------------------------------------
\3\ 17 CFR 240.10C-1.
---------------------------------------------------------------------------
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 these statements may be examined at
the places specified in Item IV below. The self-regulatory organization
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 Exchange is proposing to add language to Rule 2101(a), which
will clarify the fact that the Exchange will not list equity securities
without first ensuring that Exchange Rules comply with Rule 10C-1, as
described below.\4\
---------------------------------------------------------------------------
\4\ Id.
---------------------------------------------------------------------------
On March 30, 2011, to implement Section 10C of the Act,\5\ as added
by Section 952 of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 (``Dodd-Frank Act''),\6\ the Commission proposed
Rule 10C-1 under the Act,\7\ which directs each national securities
exchange to prohibit the listing of any equity security of any issuer,
with certain exceptions, that does not comply with the rule's
requirements regarding compensation committees of listed issuers and
related requirements regarding compensation advisers. On June 20, 2012,
the Commission adopted Rule 10C-1.\8\ Rule 10C-1 obligates the Exchange
to establish listing standards that require each member of a listed
issuer's compensation committee to be a member of the issuer's board
and to be independent, as well as establish certain factors that an
issuer must consider when evaluating the independence of a director.\9\
Rule 10C-1 also requires the Exchange to establish standards for
evaluating the independence of a compensation consultant, legal
counsel, or other adviser (``Compensation Consultant'') and requires a
Company to provide funding to a compensation committee to retain such
Compensation Consultant.\10\
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78j-3.
\6\ Public Law 111-203, 124 Stat. 1900 (2010).
\7\ See Securities Act Release No. 9199, Securities Exchange Act
Release No. 64149 (March 30, 2011), 76 FR 18966 (April 6, 2011)
(``Rule 10C-1 Proposing Release'').
\8\ See Securities Act Release No. 9330, Securities Exchange Act
Release No. 67220 (June 20, 2012), 77 FR 38422 (June 27, 2012)
(``Rule 10C-1 Adopting Release'').
\9\ 17 CFR 240.10C-1.
\10\ Id.
---------------------------------------------------------------------------
The Exchange does not currently list any equity securities as a
primary listing market. Consistent with this fact, Exchange Rule
2101(a) currently states that all equity securities traded on the ISE
Stock Exchange \11\ are traded pursuant to unlisted trading privileges
and that the Exchange will not list any such securities before first
filing and obtaining Commission approval of rules that incorporate
qualitative listing criteria and comply with Rule 10A-3 under the
Act.\12\ To make clear the Exchange's intention to comply with the
requirements of Rule 10C-1, the Exchange proposes to amend Rule 2101(a)
to state that no equity securities will be listed on the ISE Stock
Exchange until Exchange Rules have been amended to also comply with
Rule 10C-1. Because the Exchange does not presently list any equity
securities, the Exchange does not believe it is necessary to make any
further amendments in response Section 952 of the Dodd-Frank Act at
this time.
---------------------------------------------------------------------------
\11\ The ISE Stock Exchange is the Exchange's facility for
trading equity securities.
\12\ 17 CFR 240.10A-3.
---------------------------------------------------------------------------
2. Statutory Basis
The Exchange believes that its proposal is consistent with the
requirements of the Act and the rules and regulations thereunder that
are applicable to a national securities exchange, and, in particular,
with the requirements of Section 6(b) of the Act.\13\ Specifically, the
proposal is consistent with Section 6(b)(5) of the Act,\14\ which
requires exchange rules to promote just and equitable principles of
trade, 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. The Exchange believes the proposed
rule change fulfills these requirements because it will add language to
Rule 2101(a) that clarifies the fact that the Exchange will not list
equity securities without first ensuring that its rules comply with
Rule 10C-1, which implements Section 10C of the Act.\15\
---------------------------------------------------------------------------
\13\ 15 U.S.C. 78f(b).
\14\ 15 U.S.C. 78f(b)(5).
\15\ 15 U.S.C. 78j-3.
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange believes the proposal is consistent with Section
6(b)(8) of the Act \16\ in that it does not impose any burden on
competition that is not necessary or appropriate in furtherance of the
purposes of the Act. The Exchange notes that the proposed rule
[[Page 61365]]
change will merely clarify the fact that Exchange Rules must comply
with Rule 10C-1 under the Act before any listing of equity securities
on the Exchange becomes effective. Thus, the rule change will not
impose any burden on intermarket or intramarket competition.
---------------------------------------------------------------------------
\16\ 15 U.S.C. 78f(b)(8).
---------------------------------------------------------------------------
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any unsolicited written comments from members or other interested
parties.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The Exchange believes that the foregoing proposed rule change may
take effect upon filing with the Commission pursuant to
Section19(b)(3)(A) \17\ of the Act and Rule 19b-4(f)(6) thereunder \18\
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 its filing date, or such shorter time as the Commission
may designate.
---------------------------------------------------------------------------
\17\ 15 U.S.C. 78s(b)(3)(A).
\18\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
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 (https://www.sec.gov/rules/sro.shtml); or
Send an email to rule-comments@sec.gov. Please include
File Number SR-ISE-2014-45 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-ISE-2014-45. 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 (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 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-2014-45, and should be
submitted on or before October 31, 2014.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\19\
---------------------------------------------------------------------------
\19\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-24208 Filed 10-9-14; 8:45 am]
BILLING CODE 8011-01-P